Common use of Title Commitment and Survey Clause in Contracts

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters the contrary contained herein, except as otherwise set forth therein. If Buyer timely delivers a Title Report Objection Noticein SECTION 4.1.3 of this Agreement, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event, the Xxxxxxx Money will be returned to Purchaser and neither party shall have any moneys therefor, obligations hereunder other than with respect the Surviving Obligations. Notwithstanding anything contained in this SECTION 4.1.2 to the Pre-Effective Date Seller Encumbrancescontrary, Post Effective Date Monetary Encumbrances in the event Purchaser does not receive all items to be delivered to Purchaser under SECTION 4.1(A) and Post Effective Date Seller Encumbrances (B) in the time frame set forth therein, Purchaser's rights shall be to terminate this Agreement as hereinafter defined) pursuant to Section 8.3 set forth in SECTION 4.1, and such rights shall not be modified or extended by the terms of this AgreementSECTION 4.1.2.

Title Commitment and Survey. (a) Seller has made available to Buyer title commitments (the “Title Commitments”) for each Owned Real Property and each Leased Real Property from First American Title Insurance Company (the “Title Company”) together with copies of all exception documents listed therein. At Buyer’s election, Buyer shall be entitled to procure from the Title Company an ALTA Form B owner’s title insurance policy for Owned Real Properties and a leasehold title insurance policy for Leased Real Properties with standard exceptions and with normal and customary endorsements for properties similar to the Owned Real Property and the Leased Real Property (including without limitation, Florida form endorsements relating to contiguity and survey and ALTA 9.1, 9.2-06 and/or 9.5-06 endorsements, provided that such endorsement shall be issued in accordance with the Title Company’s underwriting guidelines and standards) (the “Title Policies”). Seller has received and reviewed a copy also made available to Buyer recently prepared aerial “express maps” of the Owned Real Property produced by an affiliate of the Title Company (the “Survey”). All costs associated with the preparation of the Title Commitment and Survey and premiums for the Existing SurveyTitle Policy shall be borne by Seller and Buyer in equal amounts; provided that all costs for Title Policy endorsements shall be borne by Buyer. Buyer is solely responsible for obtaining any updated title commitmentsNotwithstanding the foregoing to the contrary, surveys, or any other title related matters Buyer desires the term “Title Commitments” with respect to the Assets at title commitments issued for the Ammonia Lease and the Phosphate Lease (each, as defined in Schedule 1I) includes modifications to such title commitment to include requirements that must be satisfied as a condition to insuring Buyer’s sole cost real property interest thereunder, including, without limitation, easement, access or other appurtenant rights, and expense. berthing rights currently provided for under the Ammonia Lease, but only to the extent such berthing rights are an insurable real property interest in such jurisdiction and insurable by the Title Company, it being specifically acknowledged by Buyer shall have until not later than 5:00 p.m. Eastern Time on that the Title Company has advised the parties of its intention, as of the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)hereof, to notify Seller’s attorney include a specific exception for such berthing rights in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver for the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementAmmonia Lease.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Seller shall order the Title Commitment and Survey and cause the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentssame to be delivered to Purchaser as promptly as reasonably practicable, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until but not later than 5:00 p.m. Eastern Time on thirty-five (35) days after the date Effective Date. In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is no later unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall within ten (10) days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the later of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than the fifth (5th) day after the expiration of the Approval Period or the Seller's Cure Period, whichever is later. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, the Earnxxx Xxxey shall be returned to Purchaser, and neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed Attached hereto as Exhibit D is a copy of a title commitment with an effective date of October 26, 2011 (“Title Commitment”) for a Texas owner’s standard coverage title insurance policy (“Title Policy”) issued by Chicago Title Insurance Company. The owner’s Title Policy issued at Closing will be an Texas Owner Policy T-1 (Rev. 2/01/10) in the name of Purchaser and in the amount of the Purchase Price, dated effective as of the Closing Date, subject only to: (i) real estate taxes and assessments not yet due and payable; (ii) existing leases; and (iii) those title exceptions set forth in Schedule B of the Title Commitment and that are: (A) not objected to by Purchaser within the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveystime or manner set forth in this Agreement, or any other title related matters Buyer desires (B) after such objection, are timely cured (or timely agreed to be cured) by Seller and ultimately waived by Purchaser in accordance with respect this Agreement. All of the above are herein referred to as the Assets at Buyer’s sole cost and expense“Permitted Exceptions”. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is By no later than ten December 5, 2011, Purchaser shall deliver a notice to Seller (10“Purchaser’s Notice”) that lists those title matters which are not approved by Purchaser (“Unpermitted Exceptions”). Seller shall have five (5) business days prior to the end after receipt of the Due Diligence Period Purchaser’s Notice (the “Cure Period”) to either (i) have the Unpermitted Exceptions removed from the Title Report Objection DateCommitment, or (ii) obtain a commitment from the Title Insurer to “insure over” the Unpermitted Exceptions to Purchaser’s satisfaction (provided, as set forth below, no cure of a lien may be carried out by “insuring over” such matter), or (iii) commit to “bond over” the Unpermitted Exceptions to Purchaser’s satisfaction (collectively, “Cure”). If, during the Cure Period, Seller does not Cure or commit to notify SellerCure all of the Unpermitted Exceptions, then Purchaser can, within five (5) business days after the expiration of the Cure Period, elect to either take title to the Property subject to such uncured Unpermitted Exceptions or terminate this Agreement and receive a full refund of the Xxxxxxx Money on deposit with the Escrow Agent at such time. Notwithstanding anything herein to the contrary, Purchaser shall have no right to terminate this Agreement under this Section 3(a) subsequent to the expiration of the Approval Period except for an Additional Title Matter as described below. Purchaser’s attorney failure to deliver Purchaser’s Notice shall be conclusive evidence that Purchaser has approved all of the title exceptions set forth in writing Schedule B of the Title Commitment. Purchaser’s failure to terminate this Agreement within five (5) business days after expiration of the “Title Report Objection Notice”) as to any items shown on Cure Period shall be conclusive evidence that Purchaser has approved all of the title exceptions set forth in Schedule B of the Title Commitment (as updated modified by Seller’s Cure, if applicable) that Buyer believes are not at all, and an election by Purchaser to take title to the Property subject to those Unpermitted Exceptions as modified by Seller’s Cure, if at all. Notwithstanding the foregoing, no exceptions or liens related to financing on the Property or other liens of a definite and ascertainable amount will be considered Permitted Exceptions and, therefore, may hereafter be referred to as Unpermitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice , and Seller shall Cure such items accordingly by fully paying for such items on or prior to the 5:00 p.m. Eastern Time Closing Date or bonding around such items (but not by insuring over) in a manner acceptable to Purchaser in Purchaser’s sole and absolute discretion on or prior to the Closing Date. If any update to the Title Commitment discloses matters which have a material adverse impact on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of Property and are not reflected on the Title Commitment and Buyer Purchaser objects to the same (an “Additional Title Matter”), Purchaser shall give notice to Seller of such Additional Title Matter and such Additional Title Matter shall thereafter be treated in the same manner under this Section as those title matters disclosed by the original Title Commitment (the “Original Title Matters”), and Seller and Purchaser shall have the same rights and responsibilities with respect to any such Additional Title Matter as they did with the Original Title Matters, to be exercised within the same time periods as they do with the Original Title Matters. The Title Commitment shall be deemed conclusive evidence of good title as therein shown as to have unconditionally waived any right all matters insured by the policy, subject only to object to any matters set forth thereinthe Permitted Exceptions. If Buyer timely delivers a Title Report Objection NoticeOn the Closing Date, Seller shall have seven (7cause the Title Insurer to issue the Title Policy or a “marked up” commitment in conformity with the Title Commitment, as modified in accordance with this Section 3(a) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior and subject only to the end of the Due Diligence PeriodPermitted Exceptions, to accept providing an irrevocable commitment by the Title Insurer to issue the Title Policy in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of accordance with this Agreement. Nothing in this subsection Seller shall require Seller, despite pay the costs of the standard Title Policy and Purchaser shall pay the costs of any election by Seller to attempt to discharge any title exceptions, to take endorsements which Purchaser or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementits lender requires.

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment with an effective date of January 5, 2011, revised February 3, 2011 (athe “Commitment”) Buyer has received and reviewed a copy for an Owner's Policy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Insurance from Commonwealth Land Title Insurance Company (the “Title Report Objection DateCompany”), to notify covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s attorney in writing 's existing ALTA survey of the Land prepared by VIKA Incorporated and dated March 28, 2007, last revised January 11, 2011 (the “Title Report Objection NoticeSurvey”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Effective Date and on or prior to the 5:00 p.m. Eastern Time on Closing which materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation of the Property (a “Title Commitment and Buyer Objection”), other than any of the Permitted Exceptions (to which Purchaser shall be deemed to have unconditionally waived any no right to object object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser's discovery of such Title Objection or (ii) the Closing Date to notify Seller in writing of Purchaser's objection thereto. In the event Purchaser shall timely notify Seller of any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, except for Monetary Liens (7as hereinafter described), to cure such Title Objection(s) days in its sole and absolute discretion. Within three (3) Business Days after receipt of Purchaser's notice of Title Objection(s), with the Closing automatically extended, if necessary, to allow for such response period, but in no event beyond the Designated Closing Date without Seller's approval, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser's notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser's receipt of Seller's notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (i) that to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in In addition, if Seller fails prior to Closing to cure or satisfy any Title Objections(s) that Seller has elected, or is required hereunder, to cure or satisfy, then Purchaser may: (a) accept a conveyance of the Property subject to the Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this subsection Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall require terminate, the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. Notwithstanding the foregoing, any delinquent real property taxes, deeds of trust, mortgages and, to the extent arising out of the acts of Seller, despite mechanic's liens (specifically excluding liens created by, through or under tenants) (collectively, “Monetary Liens”), first discovered or disclosed after the Effective Date shall be automatically deemed unpermitted exceptions, and Seller shall cause all such Monetary Liens to be removed from record on or before the Closing Date. In addition, Seller, at Seller's sole cost and expense, shall be obligated to release and discharge of record, on or before the Closing Date, any election Title Objection voluntarily created by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to from and after the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 in breach of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed A. Attached hereto as Exhibit D is a copy of a title commitment for an owner's standard title insurance policy issued by Near North National Title Corporation as agent for First American Title Insurance Company (hereinafter referred to as "Title Insurer") dated April 4, 1997, as updated by datedown endorsement dated April 30, 1997 for the Property (the "Title Commitment"). During the Approval Period Purchaser shall have the right to review the status of title of the Property (including, determining what endorsements, if any, the Title Insurer will make available to Purchaser). If, prior to the expiration of the Approval Period, Purchaser notifies Seller that Purchaser objects to the status of title, then Seller shall have five (5) business days thereafter to elect to (i) terminate this Agreement, in which case the Exxxxxx Money, including interest thereon, shall be returned to Purchaser immediately following Seller's receipt of the "Reports" (as hereinafter defined) or (ii) agree to cure the title objections identified by Purchaser, which cure may be effectuated by causing the Title Insurer, at Seller's expense, to insure over any title objection, if applicable. If this Agreement has not been theretofore terminated, then promptly following the Approval Period, Purchaser and Seller will identify the exceptions to title which have been agreed to by Purchaser and Seller. Said exceptions to title are hereinafter referred to as the "Permitted Exceptions". On the Closing Date, Seller shall cause the Title Insurer to issue a standard title policy in conformance with the previously delivered Title Commitment or a "marked up" commitment in conformity with the Title Commitment, in either case, subject only to Permitted Exceptions or "Unpermitted Exceptions" (as hereinafter defined) which have been waived by Purchaser (the "Title Policy"). If the Title Policy or marked-up commitment delivered at Closing discloses exceptions to title other than Permitted Exceptions, then Purchaser may terminate this Agreement and obtain a return of its Exxxxxx Money, including interest thereon. Seller and Purchaser shall each pay for one-half of the costs of the Title Commitment and Title Policy (including the Existing Survey. Buyer is solely responsible for obtaining costs of any updated title commitments, surveysendorsements to, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”)extended coverage on, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPolicy).

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey (including any update of the Survey) shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsthat are unacceptable to Purchaser, surveysPurchaser shall, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to the end after receipt of the Due Diligence Period (the “Title Report Objection Date”)Survey, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer copies of all documents referred to as exceptions in the Title Commitment, notify Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the expiration of said ten (10) day period, except for Purchaser's Objections if same are timely raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object to any matters set forth thereinthe Title Commitment and other items shown thereon. If Buyer timely delivers a Title Report Objection NoticePurchaser shall deliver Purchaser's Objections as aforesaid, Seller shall have seven shall, within five (75) days after receipt of the same, notify Purchaser in writing whether Seller intends to attempt to either (a) cause any of Purchaser's Objections to be removed, (b) have the Title Company issue a title endorsement insuring against damage and loss caused by any of Purchaser's Objections (which endorsement shall be subject to the review and approval of Purchaser), or (c) take no further action regarding such Purchaser's Objections in which event, subject to the immediately following sentence, such Purchaser's Objections shall become a Permitted Encumbrances (as defined below). If Seller elects, or is deemed to have elected, item (c) above with respect to any or all of Purchaser's Objections, or if Seller is unable to remove Purchaser's Objection or cause Title Company to issue an endorsement notwithstanding Seller's agreement to attempt to cure such objection, then Purchaser shall have the right, by delivering notice to notify Buyer Seller within the earlier to occur of (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) ten (10) days after Seller delivers (or is deemed to have delivered) written notice to Purchaser that Seller elects not intends to cause such exceptions take no further action with respect to be removed at which time Buyer may elect, prior to the end of the Due Diligence PeriodPurchaser's Objections, to accept the Title in its current condition or either (i) terminate this Agreement Agreement, in which event the Deposit Xxxxxxx Money shall be promptly delivered immediately returned to Purchaser and neither party shall have any obligations hereunder other than the Surviving Obligations, or (ii) waive its objection and accept title to the Property subject to such Purchaser's Objection(s). Seller's failure to notify Purchaser within the aforementioned five (5) day period of which foregoing course of action Seller and the parties elects to take with respect to Purchaser's Objections shall be deemed to be Seller's election of item (c) above. Except as set forth below in SECTION 4.1.3 of this Agreement, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception or to expend any moneys therefor, other than with respect to of the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementPurchaser's Objections.

Title Commitment and Survey. Purchaser shall obtain a title insurance commitment (athe “Commitment”) Buyer has received for an Owner’s Policy of Title Insurance from Commonwealth Land Title Insurance Company (the “Title Company”), covering the Premises, and reviewed Seller shall provide Purchaser (i) a copy of Seller’s existing ALTA survey of the Land prepared by Triad Associates and dated November 19, 2007, last revised January 25, 2008 (the “Existing Survey”) as well as a copy of the Title Commitment and current draft of an update to the Existing Survey prepared by Triad Associates and dated January 22, 2010 (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”). Buyer is solely responsible for obtaining Purchaser shall notify Seller no later than the expiration of the Study Period in writing of any updated title commitmentsexceptions, surveysexclusions from coverage or other matters identified in the Commitment, the Survey, or any updates thereto which Purchaser disapproves, other title related matters Buyer desires with respect than any of the Permitted Exceptions (to the Assets at Buyer’s sole cost and expense. Buyer which Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10right to object) days prior to the end of the Due Diligence Period (the “Title Report Objection DateObjections”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as . With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver expiration of the Title Report Objection Notice Study Period and on or prior to the 5:00 p.m. Eastern Time on Closing which affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Property, other than any of the Title Commitment Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such objections or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto, and Buyer such matters shall be deemed Title Objections. In the event Purchaser shall timely notify Seller of any Title Objections (including pursuant to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe preceding sentence), Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such objection(s). If Seller elects or is deemed to have elected not to cure any objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (i) that to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in this subsection shall require SellerIn addition, despite if Seller fails on or prior to Closing to cure or satisfy any election by objection(s) that Seller to attempt to discharge any title exceptionshas elected, or is required hereunder, to take cure or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforsatisfy, other than with respect then Purchaser may: (a) accept a conveyance of the Property subject to the Pre-Effective Date Permitted Exceptions, specifically including such objection(s) which Seller Encumbranceshas failed to cure or satisfy (which such objection(s) shall thereafter be deemed to be a Permitted Exception), Post Effective Date Monetary Encumbrances without reduction of the Purchase Price, or (b) terminate this Agreement by sending written notice thereof to Seller and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit shall be returned to Section 8.3 Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. In all events, Seller shall be obligated to (a) cause any mortgage, deed of trust or other encumbrance evidencing outstanding indebtedness to be satisfied of record, and (b) cause any mechanic’s, materialman’s or supplier’s liens to be satisfied of record and (c) cause to be removed of record or bonded over any lien or encumbrance placed upon any Property subsequent to the Effective Date with Seller’s consent.

Title Commitment and Survey. Following the date hereof, Purchaser may obtain (ai) Buyer has received a commitment for title insurance (“Title Commitment”) issued by Republic Title of Texas, Inc., located at 0000 Xxxxxx Xxxxxx, 10th Floor, Dallas, Texas, or such other title company as may be selected by Purchaser (the “Title Company”), for the issuance of a leasehold policy of title insurance with respect to each Real Property Lease (collectively, the “Title Policy”) and reviewed (ii) an as-built survey of each parcel of Real Property, prepared in accordance with the current Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, by a surveyor registered in the State of Arizona, reasonably acceptable to Purchaser and the Title Company (the “Survey”), and, if obtained, shall cause a copy of the Title Commitment and Survey to be delivered to Seller. Any Title Commitment shall list as exceptions all easements, covenants, restrictions, Liens, encumbrances, tenancies and other exceptions to title affecting title to the Existing Surveyapplicable parcel of Real Property (collectively, the “Exceptions”) and include copies of all instruments creating such Exceptions. Buyer is solely responsible for obtaining any updated Any Title Policy shall insure Purchaser’s leasehold title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Real Property Leases, at Buyer’s sole standard rates with extended coverage and such endorsements as may reasonably be required by Purchaser, in an amount to be determined by Purchaser (with standard exceptions deleted based on affidavits of title of Seller, the Survey and other Seller Documents) and free and clear of all Liens, Title Defects and other exceptions to or exclusions from coverage except only the Permitted Encumbrances. If obtained, Purchaser shall bear the cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance expense of the Title Commitment Commitment, Title Policy and Buyer shall be deemed to have unconditionally waived Survey, including any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions cancellation fees resulting from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a1) Buyer has received shall obtain: (i) a title commitment covering the Property from Title Company and reviewed a copy legible copies of the Title Commitment documents evidencing the exceptions to title stated therein (collectively, the “Commitment”) at its discretion and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost its cost; and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10ii) days prior to the end an ALTA survey of the Due Diligence Period Property prepared by a licensed surveyor (the “Title Report Objection DateSurvey”), at its discretion and at its cost. Prior to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as 5:00 p.m. Pacific Standard Time on March 9, 2007, Buyer shall give Seller written notice of any exceptions to any items title shown on the Title Commitment or the Survey which are disapproved by Buyer (as updated if applicable) that “Title Disapproval Notice”). If Buyer believes are not Permitted Exceptions. Buyer’s failure fails to timely deliver the a Title Report Objection Disapproval Notice on or prior to the by 5:00 p.m. Eastern Pacific Standard Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and March 9, 2007, Buyer shall be deemed to have unconditionally waived any right approved the exceptions listed in the Title Commitment and Survey (subject to object to any matters set forth thereinSeller’s obligations under Section 4D). If Buyer provides timely delivers a Title Report Objection Noticeobjections, Seller shall have seven until 5:00 p.m. Pacific Standard Time, on March 12, 2007, (7the “Title Cure Period”) days after receipt in which to cure or attempt to cure Buyer’s objections, but Seller has no obligation to cure any of such notice Buyer’s objections or to notify expend any amount of money in connection therewith, other than as required by Section 4D. If Buyer (i) that provides timely objections and the Seller will remove does not cure or cause agree to be removed such objectionable exceptions from title cure prior to or at the Closing all of Buyer’s objections within the Title Cure Period for any reason, then, on or before the Closing5:00 p.m. Pacific Standard Time on March 13, in which case the provisions of subsection 8.3(b2007, Buyer shall either (a) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement by giving a termination notice in which event writing to Seller, and upon such delivery, the Title Company shall return the Initial Deposit shall be promptly delivered to Seller Buyer and the parties shall have no further rights, liabilities, or obligations to each under this Agreement (other except for than those that expressly survive termination); or (b) waive, in writing, the termination of this Agreement. Nothing uncured objections by proceeding to Closing and be deemed to approve Seller’s title as shown in this subsection shall require Sellerthe Title Report, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any and the title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementdocuments.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall obtain, at its sole cost and expense, a title commitment (the “Title Commitment”) for an ALTA Owner's Policy of Title Insurance (the “Title Policy”) insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Report Objection DateLetter”). Seller shall have the right, but not the obligation, to notify cure Purchaser’s objections to title; subject, however, to Seller’s attorney obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyerdays following Seller’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller’s response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga “Permitted Encumbrance”, in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Deposit Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall be promptly delivered within five (5) days after receipt of any such update to the Title Commitment notify Seller and in writing of its objection to any such Unacceptable Encumbrance (the parties “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps expense whatsoever to remove eliminate or modify any title exception of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to expend Purchaser (i) any moneys thereforUnacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with respect the preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the Pre-Effective Date immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller Encumbrancesbeing required, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementneither party shall have any obligations hereunder other than the Surviving Obligations.

Title Commitment and Survey. Seller will use reasonable diligence to cause to be delivered to Purchaser within ten days after the Effective Date (ai) Buyer has received Commitments for Title Insurance with hyperlinked copies of all recorded instruments affecting each Tract and reviewed recited as exceptions in the Commitments for Title Insurance (collectively, the “Commitments”) and (ii) a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end most recent survey of the Due Diligence Period each Tract in Seller's possession (the “Title Report Objection DateSurvey”). If Purchaser or the Title Company requires a new survey of any Tract for any reason, to notify Seller’s attorney in writing then Purchaser, at Purchaser's cost and within thirty (30) days after the Effective Date, shall obtain a new survey (“Title Report Objection NoticeNew Survey”) as to any items shown of such Tracts made on the Title Commitment (as updated if applicable) ground by a registered professional land surveyor that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior conforms to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance requirements of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinan ALTA/ACSM minimum standard detail survey. If Buyer timely delivers Purchaser has an objection to items disclosed in any Commitment or Survey, then Purchaser may give Seller written notice of its objections for a Title Report Objection Notice, Seller shall have seven period of five (75) days after receipt of such the latter of all of the Commitments and Surveys, but in any event prior to the expiration of the Due Diligence Period. If Purchaser gives timely written notice of its objections, then Seller may, but has no obligation to, cure those objections. Seller shall utilize reasonable diligence to notify Buyer cure any errors in the Commitments, provided Seller has no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing: (ia) that liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (b) judgment liens against Seller; (c) tax liens; (d) broker’s liens; (e) mechanics liens arising by, through or under Seller; and (f) any other monetary liens arising by, through or under Seller will remove or cause to be removed such objectionable exceptions from title (collectively, “Seller Mandatory Cure Items”). If any objection is not satisfied, then Purchaser may elect on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, as its sole and exclusive remedy to accept either: (i) terminate this Agreement, in which case the Title Xxxxxxx Money shall be returned to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Any exception to title not objected to by Purchaser in its current condition the manner and within the time period specified in this Section 5.1 shall be deemed accepted by Purchaser. The phrase “Permitted Exceptions” means those exceptions to title set forth in the Commitments or Surveys and that have been accepted or deemed accepted by Purchaser, other than Seller Mandatory Cure Items. The failure of Seller to deliver a Commitment or a Survey satisfying the requirements of this Section 5.1 will not under any circumstances extend the period for review of the Commitments or Surveys beyond the Due Diligence Period, and Purchaser's sole and exclusive remedy for Seller's failure, if any, shall be to terminate this Agreement before the expiration of the Due Diligence Period, in which event case the Deposit Xxxxxxx Money shall be promptly delivered returned to Purchaser. Purchaser shall notify Seller in writing of any failure of any Commitment or Survey to satisfy the requirements of this Section 5.1 within five (5) days after the Commitments and Surveys are received by Purchaser, and if Purchaser fails to do so, then they shall be deemed to satisfy these requirements. If Purchaser obtains a New Survey and the parties New Survey shows exceptions not previously shown on the applicable Survey, or if after the issuance of the Title Commitment, the Title Company updates the Title Commitment to include a new exception (“New Exceptions”), Seller shall have no further obligations be obligated to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect cure such New Exceptions to the Pre-Effective Date extent any constitute Seller EncumbrancesMandatory Cure Items, Post Effective Date Monetary Encumbrances otherwise such New Exceptions shall be deemed Permitted Exceptions unless they are a result of a Seller breach under Section 6.1.3 hereof. Purchase and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of marketable title to the Title Commitment Property to Purchaser at Closing, subject only to the "Permitted Encumbrances" and the Existing Survey"Standard Exceptions" (each as defined below). Buyer is solely responsible for obtaining any updated title commitmentsWithin five (5) days following the Effective Date, surveysSeller shall obtain, or any other title related matters Buyer desires with respect to the Assets at Buyer’s Purchaser's sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy"), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten earlier to occur of (10i) fifteen (15) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance following its receipt of the Title Commitment Commitment, legible copies of all exceptions listed therein and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven the "Survey" (7defined below) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or and (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, to accept deliver to Seller written notice of Purchaser's objections to title other than Standard Exceptions (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject however to Seller's obligation to remove all Mortgage Liens and Mechanics Liens (each as defined below). Seller shall notify Purchaser in writing within five (5) days following Seller's receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in its current condition the Title Objection Letter (other than Standard Exceptions) or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller's response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a "Permitted Encumbrance", as defined below), or (ii) terminate this Agreement and receive a prompt refund of the Xxxxxxx Money. If Purchaser does not either waive such title objection or terminate this Agreement Agreement, in which event the Deposit each case within such five (5) day period, then Purchaser shall be promptly delivered deemed to Seller and have waived such title objections. All exceptions set forth in Schedule B of the parties shall have no further obligations Title Commitment which are not objected to each by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take defects or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, exceptions other than with respect Standard Exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are not caused by Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Pre-Effective Date Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy"), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten fifteen (1015) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the “Survey”), and (ii) a title commitment for the Facility (the “Title Commitment”), issued by a national title company selected by Purchaser (the “Title Company”), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the “Title Policy”) insuring the valid fee simple title to the Facility. At Closing, Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall reasonably require in order to issue coverage and remove standard exceptions for the rights or claims of parties in possession not shown by public records (other than Tenant and those occupying the Facility by, through, or under Tenant); for easements or claims of easements not shown by public records (other than easements, or claims of easements executed by Tenant and encumbering Tenant’s leasehold estate); and for any lien or right to a lien for services, labor or materials heretofore or hereafter furnished, imposed by law and not shown by the public records(other than work commissioned by Tenant for which any such person could lawfully claim a lien against Tenant’s leasehold estate); including, without limitation, Seller’s affidavits, gap indemnities and the Existing Surveylike; provided, however, in no event shall such documents enlarge the limited warranty of title contained in the special warranty deed to be executed by Seller at Closing; and provided further that such documents shall be in form and content reasonably acceptable to Seller. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey (including the right to object to the Permitted Title Exceptions), to the extent obtained by Purchaser pursuant to this Section 4.10(b)), with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance which affect the Assets and which appear as a title exception or requirement in the Title Commitment, capable of being released through or as a result of the payment of a liquidated amount of money (collectively, “Monetary Encumbrances”) irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser; provided: (i) that, in the event Seller notifies Purchaser that Seller has a good faith legal objection to the legitimacy or enforceability of a Monetary Encumbrance within three (3) Business Days of receiving notice of said Monetary Encumbrance, Seller shall have unconditionally waived the right to escrow at Closing funds necessary to satisfy the Monetary Encumbrance, in lieu of paying such amount to the lienholder; and (ii) Monetary Encumbrances shall not include any liens placed upon the leasehold estate of Tenant by Tenant. Notwithstanding the foregoing, Purchaser shall not have the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be “Permitted Encumbrances” hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after Business Days from the date of Seller’s receipt of the notice of such objection in which to advise Purchaser whether or not Seller will cure the same at or prior to Closing (which cure may be effected by payment and discharge of the objectionable item at Closing or by causing the Title Company to remove the same as an exception or affirmatively insure over such item at Closing provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient to adequately address Purchaser’s and any lender’s reasonable concerns with respect to such matter); provided, however, Seller shall have the right, but not the obligation to cure any title objection. In the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(b) Deposit shall apply; be refunded to Purchaser, and neither party shall have any further rights, duties or obligations hereunder, except as expressly provided herein, or (iiz) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Facility subject to such title exception (in which case such title exception shall become a Permitted Encumbrance hereunder). In the event that any update to the Deposit Title Commitment prior to or on the Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and election to close subject to such new matter, and Seller will have the same rights of cure, as set forth above. In the event Seller undertakes or commits to cure any item to which Purchaser objects and does not cure the same on or before Closing, completion of such cure to Purchaser’s reasonable satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Within thirty (30) days after the date of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsthis Agreement, surveysSeller, or any other title related matters Buyer desires with respect to the Assets at Buyer’s its sole cost and expense, shall deliver to Purchaser a commitment for an ALTA (Form B- 1992) owner’s title insurance policy (the “Commitment”), with extended coverage, together with copies of all recorded documents disclosed therein, issued by Chicago Title Insurance Company (the “Title Insurer”) in the initial amount of Ten Thousand Dollars ($10,000.00), covering title to the Property and showing Seller as the owner of the Property in fee simple, which extended coverage will be provided upon delivery of a survey satisfactory to the Title Insurer. Buyer shall have until not later than 5:00 p.m. Eastern Time Purchaser agrees to accept title to the Property at Closing subject to the title exceptions set forth on Exhibit D attached hereto and made a part hereof (the date that is no later than “Permitted Exceptions” ). Exhibit D will be completed by Purchaser within ten (10) business days prior to after receiving the end latter of (I) the Due Diligence Period Commitment, including all recorded documents disclosed therein, and (ii) the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment Survey (as updated if applicable) that Buyer believes are not Permitted Exceptionshereafter defined). Buyer’s failure to timely deliver The Commitment may also include the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters general exceptions customarily set forth therein; provided, however, that Seller shall execute affidavits and provide the Survey, utility letters and other documents as are required by the Title Insurer in connection with the issuance of an “extended coverage” endorsement over the general exceptions. If Buyer timely delivers At Closing Seller shall cause the Title Insurer to issue the owner’s title insurance policy, showing Purchaser as the title holder of the Property and as the insured and the amount of insurance equal to the Purchase Price. The policy will also contain, at Purchaser’s expense, (i) a Title Report Objection Noticetax parcel endorsement, (ii) an ALTA 3.1 zoning endorsement, (iii) a location endorsement, (iv) an access endorsement, and (v) such other endorsements as may be reasonably required by Purchaser. The policy shall not contain a so-called “creditor’s rights” exception. Notwithstanding anything stated herein to the contrary, Seller shall have seven (7) days after receipt pay the entire premium for the title policy in the full amount of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Purchase Price at the time of the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the "Survey"), and (ii) a title commitment for the Facility (the "Title Commitment"), issued by a national title company selected by Purchaser (the "Title Company"), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated "Title Policy") insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Facility. In the event that Purchaser is unable to obtain the Survey and expense. Buyer Title Commitment prior to the expiration of this Due Diligence Period, the Due Diligence Period shall have be automatically extended until not later than 5:00 p.m. Eastern Time on the date that is no later five (5) Business days after Purchaser receives both the Survey and Title Commitment. Seller will cause all standard exceptions to be deleted from the Title Policy at the Closing, other than ten exceptions for (10i) days prior such itemized matters shown on the Survey to which Purchaser does not object pursuant to the end provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall require, including, without limitation, Seller’s affidavits, gap indemnities and the like. Purchaser shall have until the expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, "Monetary Encumbrances") irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be "Permitted Encumbrances" hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to terminate this Agreement, in which case the Deposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to cure all Monetary Encumbrances. In the event that Seller elects not any update to cause such exceptions to be removed at which time Buyer may elect, the Title Commitment prior to or on the end Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Due Diligence PeriodClosing Date, and Seller will have the same obligations of cure, as set forth above. In the event Seller undertakes or commits to accept cure any item to which Purchaser objects and does not cure the Title in its current condition same on or terminate this Agreement in which event the Deposit before Closing, completion of such cure to Purchaser’s satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Seller shall order the Title Commitment and the Existing SurveySurvey and cause the same to be delivered to Purchaser as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any other title related matters Buyer desires with respect exceptions appear in the Title Commitment that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than 5:00 p.m., Dallas, Texas time, on the first business day following the end of Seller's Cure Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. Seller shall obtain and deliver to Purchaser for Purchaser's review, within thirty (a30) Buyer has received days of this Agreement, a current commitment for an ALTA owner's policy of title insurance (the "Title Commitment") on the Real Property issued by the Title Company, showing legal title to be vested in Seller in conformity with subsection 8.1(e) below, along with copies of the underlying title documents. Upon execution of this Agreement, Seller will also deliver to Purchaser the most recent survey of the Property in Seller's possession and reviewed as soon as is reasonably possible thereafter, and in all events within thirty (30) days following the date of this Agreement, Purchaser may obtain, at its sole cost and expense, a copy current ALTA "as built" survey of the Property (showing the Improvements on the Property) certified to Purchaser and the Title Company (the "Survey"). Purchaser shall have thirty (30) days after receipt of the Title Commitment and the Existing SurveySurvey to examine such information and make any objections thereto, other than conditions which are listed as exceptions in subsection 8.1(e) below, which conditions are expressly excluded herefrom. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Said objections shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney be made in writing (the “Title Report Objection Notice”) as and delivered to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closingexpiration of such thirty (30) day period. If any objections to the Title Commitment or Survey are properly made on or before the expiration of such thirty (30) day period, then the following shall apply: (i) if Purchaser's objection can be cured on or before the Closing Date by the payment of funds to release a mortgage, lien, security interest or other encumbrance on the Property (a "Monetary Objection"), then Seller shall cure such objection at or before time of the scheduled Closing Date; (ii) if Purchaser's objection is not a Monetary Objection (a "Non-Monetary Objection"), then Seller shall notify Purchaser, in which case writing, within fifteen (15) days after Seller's receipt of Purchaser's written notice describing such Non-Monetary Objection if Seller will attempt to cure such Non-Monetary Objection on or before the provisions of subsection 8.3(bscheduled Closing Date. If the Seller notifies the Purchaser that it intends to attempt to cure such Non-Monetary Objection, then the Seller shall immediately undertake and diligently pursue a cure for such Non-Monetary Objections on or before the Closing Date. If the Seller notifies the Purchaser that the Seller will not attempt to effect a cure for such Non-Monetary Objection or if the Seller shall fail to effect a cure for such Non-Monetary Objection on or before the Closing Date, then in either event, the Purchaser's sole and exclusive rights and remedies with respect to such failure shall be to: (i) shall applywaive said objection in writing and proceed with Closing; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Agreement, in which event the Deposit Earnest Money shall be promptly delivered immediately returned to Seller Purchaser and thereafxxx xxxs Agreement shall terminate. At Closing, and as a condition thereto, the Title Commitment shall be updated by the Title Company to the Closing Date thereby obligating the Title Company to issue to Purchaser a title policy consistent with the provisions of the Title Commitment (modified to reflect any objection which may have been cured in accordance with this Section 6.3) and the parties title policy shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection contain such title endorsements as Purchaser shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementreasonably request.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the “Survey”), and (ii) a title commitment for the Facility (the “Title Commitment”), issued by a national title company selected by Purchaser (the “Title Company”), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated “Title Policy”) insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Facility. Seller will cause all standard exceptions to be deleted from the Title Policy at Buyerthe Closing, other than exceptions for (i) such itemized matters shown on the Survey to which Purchaser does not object pursuant to the provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such documents and instruments as the Title Company shall require, including, without limitation, Seller’s sole cost affidavits and expensegap indemnities. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, “Monetary Encumbrances”) irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be “Permitted Encumbrances” hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit shall be refunded to Purchaser, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) that Seller elects not if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement Agreement, in which event case the Deposit shall be promptly delivered refunded to Seller Purchaser, and the parties neither party shall have no any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to each other except for those cure all Monetary Encumbrances. In the event that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Title Commitment prior to or on the Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Closing Date, and Seller Encumbranceswill have the same obligations of cure, Post Effective Date Monetary Encumbrances as set forth above. In the event Seller undertakes or commits to cure any item to which Purchaser objects and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant does not cure the same on or before Closing, completion of such cure to Section 8.3 of this AgreementPurchaser’s satisfaction shall be a condition to Purchaser’s obligation to close the transaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard ALTA form of Commitment for Title Insurance that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to notify Seller in writing of such facts and the Assets at Buyerreasons therefor (“Purchaser’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection DateObjections”). Upon the expiration of said five (5) business day period, to notify Sellerexcept for Purchaser’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser’s Objections except for any mortgage created by, or judgment lien against, Seller and any mechanic’s, materialmen’s or similar liens granted by Seller from and after September 8, 2010. Seller agrees to expend notify Purchaser within five (5) business days after receipt of Purchaser’s Objections whether or not it will eliminate or modify all of Purchaser’s Objections. In the event Seller is unable or unwilling to eliminate or modify all of Purchaser’s Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Purchaser’s Objections; in which event, the Exxxxxx Money will be returned to Purchaser, and neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right- of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit Q attached hereto and reviewed made a copy part hereof), that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefore ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections, in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment (the "Title Commitment") for an ALTA Owner's Policy of Title Insurance (the "Title Policy"), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. 5.2.1 In the event (ai) Buyer has received and reviewed a copy of the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("PURCHASER'S OBJECTIONS"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object the contrary contained herein and except with respect to any matters set forth therein. If Buyer timely delivers liens and security interests in the Property which may be released by the payment of a Title Report Objection Noticeliquidated sum of money not to exceed in the aggregate the total proceeds of Closing, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("SELLER'S CURE PERIOD"), deliver to Purchaser written notice ("SELLER'S CURE NOTICE") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of the Approval Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller at or before the expiration of the Approval Period. If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this SECTION 5.2.1, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received Attached hereto as Exhibit E is an updated Commitment for Title Insurance Order No. 71075069-X59 dated July 16, 2009 (“Title Commitment”) for an owner’s CLTA standard coverage title insurance policy (“Title Policy”) issued by Chicago Title Insurance Company, with cooperation from Partners Title Company (“Title Insurer”). The owner’s Title Policy issued at Closing will be an ALTA 2006 owner’s policy in the amount of the Purchase Price, dated effective as of the Closing Date, subject only to: (i) real estate taxes and reviewed a copy assessments not yet due and payable; (ii) existing leases; and (iii) those title exceptions set forth in Schedule B of the Title Commitment that are: (A) not objected to by Purchaser within the time or manner set forth in this Agreement, or (B) after such objection, are not timely cured (or timely agreed to be cured) by Seller and ultimately waived by Purchaser in accordance with this Agreement. All of the above are herein referred to as the “Permitted Exceptions”. Purchaser has delivered a notice to Seller in the form of a letter dated March 19, 2009, from Purchaser’s counsel (“Purchaser’s Notice”, a copy of which is attached hereto as Exhibit E-1) pertaining to an earlier version of the Title Commitment dated February 13, 2009 (“Initial Title Commitment”) which lists those title matters in the Initial Title Commitment that are not approved by Purchaser (“Unpermitted Exceptions”). Seller has responded to the Purchaser’s Notice by a letter dated July 22, 2009 (“Seller’s Reply”, a copy of which is attached hereto as Exhibit E-2) and included therewith the revised Title Commitment attached hereto as Exhibit E issued by the Title Company. Purchaser issued a response letter dated July 29, 2009 (“Purchaser’s Revised Notice”, a copy of which is attached hereto as Exhibit E-3) setting forth Purchaser’s remaining Unpermitted Exceptions (“Purchaser’s Updated Title Objections”) based upon Seller’s Reply and the Existing SurveyTitle Commitment. Buyer Seller responded to Purchaser’s Revised Notice on August 3, 2009 (“Seller’s Response”, a copy of which is solely responsible for obtaining any updated attached hereto as Exhibit E-4). Subject to Purchaser’s rights under Xxxxxxxxx 00, Xxxxxxxxx has approved all of the title commitmentsexceptions set forth in Schedule B of the Title Commitment as described in subparagraph (iii) above as modified by Purchaser’s Notice, surveysPurchaser’s Revised Notice, or any other Seller’s Reply and Seller’s Response and agrees, subject to Purchaser’s rights under Paragraph 20 hereof, to take title related matters Buyer desires to the Property subject to those Unpermitted Exceptions as modified by Seller’s Reply and Seller’s Response. Seller shall be obligated to comply with the terms of Seller’s Reply and Seller’s Response with respect to the Assets Title Commitment; provided, however, Seller has disclosed to Purchaser that Seller has not caused the filtration units and filter inserts at Buyer’s sole cost the Property to be inspected and expensemaintained in accordance with the Master Covenant and Agreement Regarding On-Site BMP Maintenance recorded as against the Property on December 14, 2004 as Document 04 3220985 (“BMP Maintenance Covenant”). Buyer shall have until not later than 5:00 p.m. Eastern Time Notwithstanding the foregoing, no exceptions or liens related to financing on the date that is no later than ten (10) days prior to the end Property or other liens of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not a definite and ascertainable amount will be considered Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice , and Seller shall Cure such items accordingly by fully paying for such items on or prior to the 5:00 p.m. Eastern Time Closing Date or bonding around such items (but not by insuring over) in a manner acceptable to Purchaser in Purchaser’s sole and absolute discretion on or prior to the Closing Date. If any update to the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of Commitment discloses matters which are not reflected on the Title Commitment and Buyer Purchaser objects to the same (an “Additional Title Exception”), Purchaser shall be deemed give notice (“Purchaser’s Additional Notice”) to have unconditionally waived any right to object to any matters set forth thereinSeller of such Additional Title Exception within three (3) business days after the receipt of such update. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven three (73) business days after receipt of such notice Purchaser’s Additional Notice (the “Additional Title Cure Period”) to notify Buyer either (i) that Seller will remove or cause to be have the Additional Title Exceptions removed such objectionable exceptions from title on or before the ClosingTitle Commitment, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that obtain a commitment from the Title Insurer to “insure over” the Additional Title Exceptions to Purchaser’s satisfaction, or (iii) commit to “bond over” the Additional Title Exceptions to Purchaser’s satisfaction (collectively, “Additional Title Cure”). If, during the Additional Title Cure Period, Seller elects does not perform the Additional Title Cure or commit to cause such exceptions perform the Additional Title Cure all of the Additional Title Exceptions, then Purchaser can, within three (3) business days after the expiration of the Additional Title Cure Period, elect to be removed at which time Buyer may elect, prior either take title to the end of the Due Diligence Period, Property subject to accept the such uncured Additional Title in its current condition Exceptions or terminate this Agreement in which event and receive a full refund of the Deposit Xxxxxxx Money. Purchaser’s failure to deliver Purchaser’s Additional Notice shall be promptly delivered conclusive evidence that Purchaser has approved all of the Additional Title Exceptions set forth in Schedule B of the updated Title Commitment as described above, and its failure to terminate this Agreement within three (3) business days after expiration of the Additional Title Cure Period shall be deemed an election by Purchaser to take title to the Property subject to the Additional Title Exceptions as modified by Seller’s Additional Title Cure, if at all. The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the Permitted Exceptions. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a “marked up” commitment in conformity with the updated Title Commitment attached as Exhibit E hereto, as modified in accordance with this Paragraph 3(a) and subject only to the parties shall have no further obligations Permitted Exceptions, providing an irrevocable commitment by the Title Insurer to each other except for those that expressly survive issue the termination of Title Policy in accordance with this Agreement. Nothing in this subsection Seller shall require Seller, despite pay the costs of the Title Policy. Purchaser shall pay the additional costs of an “extended coverage” Title Policy and any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementspecial endorsements which Purchaser requires.

Title Commitment and Survey. Purchaser hereby acknowledges receipt of (ai) Buyer has received a commitment for owner’s title insurance policy for the Property, issued by Commonwealth Land Title Insurance Company, c/o Commonwealth Land Title Insurance Company, 1000 00xx Xxxxxx X.X., Xxxxx 000, Xxxxxxxxxx, X.X. 00000 (the “Title Company”), under Commitment No. 06-001712, dated with an effective date of October 26, 2006 and reviewed revised on October 27, 2006 (the “Title Commitment”), identifying no exceptions to title other than the Permitted Exceptions, together with copies of all instruments giving rise to any liens, encumbrances, defects or other exceptions to title noted therein; and (ii) a copy survey of the Property prepared by Landmark-fleet Surveyors, P.C. dated September 25, 2006, as the same may be updated (the “Survey”), identifying no exceptions to title other than the Permitted Exceptions. Provided Seller satisfies, to the extent required by the Title Company, the requirements applicable to Seller listed on Schedule B – Section 1 of the Title Commitment and extracted on Schedule 3.2 attached hereto on or before Closing (including, without limitation, providing all documents and information to the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveysTitle Company and taking all other actions as may be required to remove and discharge of record the mechanics’ lien referenced in Item 11 of Schedule 3.2, or any other title related matters Buyer desires with respect to cause the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior same to the end of the Due Diligence Period (the “Title Report Objection Date”be bonded or insured over), to notify Seller’s attorney Purchaser hereby accepts the state of title and survey as reflected in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed Survey and waives any claim of defect or other title or survey objection based on matters revealed in the aforesaid Title Commitment or Survey. Purchaser must accept title to have unconditionally waived the Property subject to all Additional Permitted Exceptions, and Purchaser hereby waives any claim of defect, title objection, or right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to any and all Additional Permitted Exceptions. As used herein, the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.term “Additional Permitted

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of marketable title to the Title Commitment Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” and the Existing Survey“Standard Exceptions” (each as defined below). Buyer is solely responsible for obtaining any updated title commitmentsWithin five (5) days following the Effective Date, surveysSeller shall obtain, or any other title related matters Buyer desires with respect to the Assets at BuyerPurchaser’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on , and deliver to Purchaser, a title commitment or title commitments (whether one or more, the date that is no later than ten (10“Title Commitment”) days prior to the end for one or more ALTA Owner’s Policy or Policies of the Due Diligence Period Title Insurance (the “Title Report Objection DatePolicy”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on issued by the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior Company, insuring good and marketable fee simple title to the 5:00 p.m. Eastern Time on Property, together with legible copies of all exceptions listed therein. Purchaser shall have until the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance earlier to occur of (i) fifteen (15) days following its receipt of the Title Commitment Commitment, legible copies of all exceptions listed therein and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven the “Survey” (7defined below) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or and (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, to accept deliver to Seller written notice of Purchaser’s objections to title other than Standard Exceptions (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove (i) mechanics liens arising out of Seller’s acts not to exceed the sum of Twenty Five Thousand and no/100 Dollars ($25,000.00) for each project comprising the Property (collectively, the “Mechanics Liens”) and (ii) the mortgage lien encumbering each project comprising the Property in favor of General Electric Capital Corporation (together with any successors and/or assigns, “GECC”) (the “Mortgage Lien”) by payment to GECC of the net proceeds at Closing in accordance with that certain Second Forbearance Agreement dated February 28, 2011 by and between Seller and GECC, as amended by that certain Amendment to Second Forbearance Agreement dated March 16, 2011 (as amended, the “Forbearance Agreement”), and Seller may apply the Purchase Price paid by Purchaser to the payment of the Mortgage Lien and the Mechanics Liens so as to cause the same to be released of record. Seller shall use commercially reasonable efforts to cause GECC to release the Mortgage Lien of record in accordance with the terms of the Forbearance Agreement. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in its current condition the Title Objection Letter (other than Standard Exceptions) or does not timely respond to the Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive a prompt refund of the Xxxxxxx Money. If Purchaser does not either waive such title objection or terminate this Agreement Agreement, in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Sellercase within such five (5) day period, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.then

Title Commitment and Survey. (a) Buyer has received Seller shall order the Survey and reviewed a copy of cause Purchaser's counsel to order the Title Commitment and cause the Existing Surveysame to be delivered by the Title Company to Purchaser as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any other title related matters Buyer desires with respect exceptions appear in the Title Commitment that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than 5:00 p.m., Dallas, Texas time, on the first business day following the end of Seller's Cure Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect the Surviving Obligations. Notwithstanding the foregoing, Purchaser shall maintain the right to close on the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant purchase of the Property following Seller's failure to Section 8.3 of this Agreementcure any such Purchaser's Objections.

Title Commitment and Survey. Seller has provided to Purchaser a preliminary title report dated October 29, 2013 (athe “PTR”) Buyer has received and reviewed for an ALTA extended coverage Owner’s Policy of Title Insurance from Chicago Title Company (the “Title Company”), covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s existing ALTA survey of the Title Commitment Land prepared by Xxxx, Xxxx & Xxxxxxxxx, Inc. and dated October 16, 2013 (the “Existing Survey”). During the Study Period, Purchaser may obtain an update of the PTR or the Existing Survey or may obtain Purchaser’s own current ALTA Survey of the Property (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”). Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer Purchaser shall have until not notify Seller no later than 5:00 7:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Monday, December 16, 2013 (the “Title Report Objection Date”) in writing of any title exceptions, exclusions from coverage or other matters identified in the PTR, the Survey, or any updates thereto which Purchaser disapproves, other than any of the Permitted Exceptions described in clauses (ii), (iii), (iv) and (v) of Section 3.1 above (collectively, the “Required Permitted Exceptions”) (to notify Seller’s attorney in writing which Purchaser shall have no right to object) (the “Title Report Objection NoticeObjections”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Date, and on or prior to the 5:00 p.m. Eastern Time on Closing which materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation, value, or legal compliance of the Property, other than any of the Required Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such matters or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto (and thereafter such matters shall be “Title Commitment Objections” for the purposes of this Section 3.2). In the event Purchaser shall not timely notify Seller of any objections to title and Buyer survey pursuant to this Section 3.2, then such matters shall thereafter be deemed to have unconditionally waived be Permitted Exceptions. In the event Purchaser shall timely notify Seller of any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticetitle and survey matters, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s) (which notice may be by electronic mail and shall be deemed given on the date sent whether during regular business hours or not). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer (icure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) that Seller will remove or cause specified in Purchaser’s notice, Purchaser shall have the following options, to be removed given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objectionable exceptions from title objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any Title Objections which Seller has elected, or before the Closingis deemed to have elected, in not to cure (which case the provisions of subsection 8.3(bsuch matter(s) shall apply; thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price, or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in this subsection Failure of Purchaser to give such notice within said two (2) Business Day period shall require Seller, despite any be deemed an election by Purchaser to so accept a conveyance of the Property. In addition, if Seller fails prior to attempt the Closing Date to discharge cure or satisfy any title exceptionsTitle Objection(s) that Seller has elected, or is required hereunder, to take cure or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforsatisfy, other than with respect then Purchaser may: (i) accept a conveyance of the Property subject to the Pre-Effective Date Permitted Exceptions, specifically including such Title Objection(s) which Seller Encumbranceshas failed to cure or satisfy (which such Title Objection(s) shall thereafter be deemed to be a Permitted Exception), Post Effective Date Monetary Encumbrances without reduction of the Purchase Price, or (ii) terminate this Agreement by sending written notice thereof to Seller and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit shall be returned to Section 8.3 Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which expressly survive termination of this Agreement. Notwithstanding anything to the contrary herein, Seller, at its sole cost and expense, shall be obligated to cure, remove or insure around (but only mechanic’s and materialmen’s liens may be insured around and only if Seller is actually disputing such lien) by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other monetary liens and encumbrances against the Property arising by, through or under Seller (other than the liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto as a Title Objection (the “Monetary Liens”), and no Monetary Liens shall be deemed Permitted Exceptions.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Purchaser shall order the Title Commitment and Seller shall order the Existing Survey; each party shall cause the same to be delivered to the other party as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other title related matters Buyer desires with respect than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within five (5) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the earlier of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than at or before the expiration of the Approval Period. If one (1) business day prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated January 9, 1996 (a"Title Commitment") Buyer has received for an owner's title insurance policy ("Title Policy") issued by Lawyers Title Insurance Corporation ("Title Insurer"). The owner's Title Policy issued at Closing will be an ALTA policy with extended coverage over the so-called general or standard exceptions in the amount of the Purchase Price subject only to real estate taxes and reviewed a copy assessments not yet due and payable, and the special title exceptions set forth in Schedule B-Section 2, Numbers 1 through 10, inclusive of the Title Commitment and shall include a comprehensive 3.1 zoning endorsement (including coverage as to parking), an endorsement over any creditors' rights exception, a 103.7 access endorsement, coverage insuring utility easements and such other endorsements as Purchaser may reasonably require, provided such endorsements are available in said jurisdiction. All of the Existing Surveyabove are herein referred to as the "Permitted Exceptions". Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect Notwithstanding anything to the Assets at Buyer’s sole cost contrary herein, the "Permitted Exceptions" are subject to Purchaser's review and expenseapproval during the Approval Period. Buyer The Title Commitment shall have until not later than 5:00 p.m. Eastern Time on be conclusive evidence of good title as therein shown as to all matters insured by the date that is no later than ten (10) days policy, subject only to the exceptions therein stated. If, prior to the end expiration of the Due Diligence Period (Approval Period, Purchaser notifies Seller that Purchaser objects to the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure , then Seller has five (5) business days thereafter to timely deliver the Title Report Objection Notice on or prior elect to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; terminate this Agreement or (ii) that Seller elects not agree to cause such the Title Insurer to either insure against loss or damage resulting from the Permitted Exceptions or remove the Permitted Exceptions from the Title Commitment. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in conformity with the Title Commitment subject only to Permitted Exceptions to which Purchaser has not objected during the Approval Period. If the Title Policy or marked-up commitment delivered at closing discloses exceptions to be removed at title other than Permitted Exceptions to which time Buyer Purchaser has not objected, then Purchaser may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event and obtain a return of its Earnest Money, including interesx xxxxxon. Purchaser and Seller shall equally share the Deposit shall be promptly delivered to Seller costs of the Title Policy and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementall endorsements.

Title Commitment and Survey. a. Attached hereto as Exhibit D is a title commitment dated May 24, 1996 (a"Title Commitment") Buyer has received and reviewed a copy of the for an owner's standard coverage title insurance policy issued by Baton Rouge Title Co., Inc., as agent for Commonwealth Land Title Insurance Company ("Title Insurer"). Seller will provide Purchaser with an updated Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) days prior to from the end of the Due Diligence Period (the “date hereof. The owner's Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances Policy (as hereinafter defined) pursuant issued at Closing will be in the aggregate amount of the Purchase Price and the purchase prices for the Other Property (as hereinafter defined), if any, and shall insure the real property described on Exhibit A subject only to real estate taxes not yet due and payable, and the special title exceptions set forth in Schedule B-Section 8.3 2, Numbers 2 through 5 inclusive of this Agreementthe Title Commitment ("Permitted Exceptions"). Purchaser and Seller hereby acknowledge and agree that a single policy of title insurance (the "Title Policy") shall be issued for the Property and two (2) other properties commonly known as Sherwood Acres I and II Apartments and Willow Bend Lake Apartments, each located in East Baton Rouge Parish, Louisiana, which may be acquired by Purchaser simultaneously with the acquisition of the Property (the "Other Property"). The Title Commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the policy, subject only to the exceptions therein stated. On the Closing Date, Seller shall cause the Title Insurer to issue the Title Policy or a "marked up" commitment in favor of Purchaser containing only the Permitted Exceptions and the "extended coverage", and the special endorsements required by Purchaser. Seller shall pay the costs of the Title Policy and the costs of "extended coverage" and the special endorsements which Purchaser requires.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated At Closing, Seller agrees to convey fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Property by Special Warranty Deed (“Deed”) in recordable form. Promptly after the Effective Date, Purchaser shall order a survey (“Survey”) and expensea commitment (the “Commitment”) for an Owner's Policy of Title Insurance showing title to the Land in Seller, and copies of all documents cited, raised as exceptions or noted in the Commitment (collectively, the “Title Documents”). Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end after receipt of the Due Diligence Period Commitment (the “Title Report Objection DateReview Deadline”) to notify Seller in writing of any objections to any exception, item or issue in the Commitment (collectively, the “Objectionable Exceptions”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller Purchaser shall have seven ten (710) days after receipt of the Survey to notify Seller in writing of any objections to the Survey. Seller shall have no obligation to cure any Objectionable Exceptions or Survey objections. Seller shall notify Seller within five (5) days of receipt of any such notice and advise Purchaser if it intends to remove any Objectionable Exceptions or Survey objections, as the case may be (“Seller’s Title Response”). Failure to respond shall be deemed to be notice from Seller that Seller has decided not to remove any Objectionable Exceptions. If Seller fails to notify Buyer Purchaser that it shall cure any of the Objectionable Exceptions, Purchaser may either: (iA) that terminate this Agreement by written notice to Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closingtenth (10th) day after receipt of Seller’s Title Response, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit Exxxxxx Money shall be promptly delivered returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have any further rights or obligations to the other under this Agreement; or (B) consummate the transaction contemplated by this Agreement in accordance with the terms of this Agreement, in which event, all exceptions to title listed on Schedule B of the Commitment, and all Survey objections shall be deemed to constitute Permitted Exceptions. Failure of Purchaser to timely notify Seller shall be deemed an election by Purchaser to take title to the Property subject to the uncured Objectionable Exceptions (and such Objectionable Exceptions shall thereafter be deemed Permitted Exceptions). Notwithstanding anything to the contrary contained herein, Seller shall be required to discharge all mortgages (or other financing arrangements), real estate taxes, assessments, judgment liens, mechanics' liens and similar liens for labor, materials or supplies that may be removed solely through the payment of money prior to Closing (collectively, the “Monetary Liens”). If, at or prior to Closing, any Monetary Liens, have not been satisfied the parties shall proceed to Closing and Seller shall deposit such assurances with the Title Company as may be necessary to insure exception free coverage to Purchaser. As a condition to Purchaser’s obligation to proceed with the Closing, Old Republic Title Insurance Company (the “Title Insurer”) shall issue (or be committed to issue) an owner’s Title Policy in conformity with the Commitment, in the amount of the Purchase Price. Seller shall pay the costs of the “standard” Title Policy. Purchaser shall pay the additional costs of an “extended coverage” Title Policy and any endorsements which Purchaser requires. If Seller is unable to convey title to the Property subject only to the Permitted Exceptions (including, without limitation, any uncured Objectionable Exceptions accepted or deemed accepted by Purchaser), because of the existence of an additional title exception which would render title to the Property unmarketable or have a Material Adverse Effect on the Property, was not previously known by Purchaser and did not arise from acts of or at the direction of Purchaser, its consultants or any of their respective agents, representatives or employees (“New Objectionable Exception”), then Purchaser shall promptly notify Seller, but in no further obligations event later than three (3) business days after learning of such New Objectionable Exception (or by the Pre-Closing Date (as hereinafter defined), if earlier), and Seller shall have three (3) business days (or until the Pre-Closing Date, if earlier) to each other have the New Objectionable Exception removed from the Commitment or “insured” or bonded” over. If Seller is unable to effect such a cure, then Purchaser may elect either to take title to the Property subject to the New Objectionable Exception or to terminate this Agreement within two (2) business days after Seller notifies Purchaser that the New Objectionable Exception has not been so cured. If Purchaser timely elects to terminate this Agreement pursuant to this Section, then the Exxxxxx Money plus all accrued interest shall be delivered to the Purchaser, and except for those provisions that expressly survive the termination of this Agreement, neither party shall have any further obligation or liability hereunder. Nothing in If Purchaser elects to take title to the Property subject to the New Objectionable Exception, fails to timely notify Seller of the New Objectionable Exception as herein provided, or fails to timely terminate this subsection Agreement, such New Objectionable Exception shall require Sellerthereafter be deemed a Permitted Exception. Notwithstanding the aforesaid, despite any election all monetary liens of a definitive ascertainable amount not caused by Purchaser which are New Objectionable Exceptions shall be paid for by Seller to attempt to discharge any title exceptions, to take at the Closing or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to “insured over” by the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementTitle Insurer.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit 0 attached hereto and reviewed made a copy part hereof), that are unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefore ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect Seller will use reasonable diligence to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than cause to be delivered to Purchaser within ten (10) days prior to after the end Effective Date (i) Commitments for Title Insurance with hyperlinked copies of all recorded instruments affecting each Tract and recited as exceptions in the Commitments for Title Insurance (collectively, the “Commitments”) and (ii) a copy of the Due Diligence Period most recent survey of each Tract in Seller's possession (the “Title Report Objection DateSurvey”). If Purchaser or the Title Company requires a new survey of any Tract for any reason, to notify Seller’s attorney in writing then Purchaser, at Purchaser's cost and within thirty (30) days after the Effective Date, shall obtain a new survey (“Title Report Objection NoticeNew Survey”) as to any items shown of such Tracts made on the Title Commitment (as updated if applicable) ground by a registered professional land surveyor that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior conforms to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance requirements of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth thereinan ALTA/ACSM minimum standard detail survey. If Buyer timely delivers Purchaser has an objection to items disclosed in any Commitment or Survey, then Purchaser may give Seller written notice of its objections for a Title Report Objection Notice, Seller shall have seven period of five (75) days after receipt of such the latter of all of the Commitments and Surveys, but in any event prior to the expiration of the Due Diligence Period. If Purchaser gives timely written notice of its objections, then Seller may, but has no obligation to, cure those objections. Seller shall utilize reasonable diligence to notify Buyer cure any errors in the Commitments, provided Seller has no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove at Closing: (ia) that liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller; (b) judgment liens against Seller; (c) tax liens; (d) broker’s liens; (e) mechanics liens arising by, through or under Seller; and (f) any other monetary liens arising by, through or under Seller will remove or cause to be removed such objectionable exceptions from title (collectively, “Seller Mandatory Cure Items”). If any objection is not satisfied, then Purchaser may elect on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end expiration of the Due Diligence Period, as its sole and exclusive remedy to accept either: (i) terminate this Agreement, in which case the Title Exxxxxx Money shall be returned to Purchaser, and neither party will have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to Closing. Any exception to title not objected to by Purchaser in its current condition the manner and within the time period specified in this Section 5.1 shall be deemed accepted by Purchaser. The phrase “Permitted Exceptions” means those exceptions to title set forth in the Commitments or Surveys and that have been accepted or deemed accepted by Purchaser, other than Seller Mandatory Cure Items. The failure of Seller to deliver a Commitment or a Survey satisfying the requirements of this Section 5.1 will not under any circumstances extend the period for review of the Commitments or Surveys beyond the Due Diligence Period, and Purchaser's sole and exclusive remedy for Seller's failure, if any, shall be to terminate this Agreement before the expiration of the Due Diligence Period, in which event case the Deposit Exxxxxx Money shall be promptly delivered returned to Purchaser. Purchaser shall notify Seller in writing of any failure of any Commitment or Survey to satisfy the requirements of this Section 5.1 within five (5) days after the Commitments and Surveys are received by Purchaser, and if Purchaser fails to do so, then they shall be deemed to satisfy these requirements. If Purchaser obtains a New Survey and the parties New Survey shows exceptions not previously shown on the applicable Survey, or if after the issuance of the Title Commitment, the Title Company updates the Title Commitment to include a new exception (“New Exceptions”), Seller shall have no further obligations be obligated to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect cure such New Exceptions to the Pre-Effective Date extent any constitute Seller EncumbrancesMandatory Cure Items, Post Effective Date Monetary Encumbrances otherwise such New Exceptions shall be deemed Permitted Exceptions unless they are a result of a Seller breach under Section 6.1.3 hereof. Purchase and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.Sale Agreement 6000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 4000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 10000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Title Commitment and Survey. Purchaser will promptly obtain, after the Effective Date, a current title commitment for the Property (a“Title Commitment”) Buyer has received and reviewed from the Title Company (Fidelity National Title Insurance Company, attention: Jxxxxx XxxxxxXxxx, whose contact information is stated in Section 13.3), together with copies of all instruments referred to in said title commitment. Upon or prior to the Effective Date, Seller will provide a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires most current ALTA survey in Seller’s possession with respect to the Assets Property (“Existing Survey”), pursuant to Section 4. On or before August 16, 2013, or five (5) business days after receipt of both the Title Commitment and Existing Survey, whichever is later, Purchaser shall notify Seller in writing of any title matters listed in the title commitment or matters depicted or otherwise contained on, or omitted from, the Existing Survey (if any) or on any updated survey, which shall be obtained at Buyer’s the sole cost option and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end expense of the Due Diligence Period Purchaser, of which Purchaser disapproves (the “Title Report Objection DateObjections”), except that Purchaser shall not object to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are liens for real estate taxes not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date yet due and payable and shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall not be deemed to have unconditionally waived any right required to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticevoluntary mortgage liens, security interests, judgment liens, Internal Revenue Service liens, property tax liens for delinquent taxes or mechanics liens placed or caused by Seller’s actions or inactions (“Monetary Encumbrances”), it being understood and agreed by the parties that, with the exception of the Loan, the Seller shall have seven (7) days after receipt of be obligated to satisfy such notice to notify Buyer (i) that Seller will remove Monetary Encumbrances, or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed from the Title Policy by Closing. Any matters set forth in such title commitment or depicted on such survey to which Purchaser does not object as provided above (other than those matters to which it is not required to object as provided above) shall be deemed to be Permitted Exceptions. Seller shall notify Purchaser in writing within five (5) days after Seller’s receipt of Purchaser’s notice of Title Objections whether it will take all action necessary to remove from title such disapproved matters, or any of them, eliminated, cured, removed of record from title by bonding, or otherwise, or affirmatively insured over by the Title Company at which time Buyer may elect, or prior to the end of the Due Diligence PeriodClosing (a “Seller’s Cure”). If Seller fails to so notify Purchaser that it is willing to effect a Seller’s Cure, then Seller shall be deemed to accept the Title in have elected not to take such action, and if Purchaser does not exercise its current condition or right to terminate this Agreement in which event by the Deposit expiration of the Inspection Period pursuant to Article 5, then such matters shall be promptly delivered deemed to Seller be Permitted Exceptions. If Purchaser exercises its right to terminate this Agreement as a result of Seller’s election (or deemed election) not to effectuate a Seller’s Cure of the Title Objections, then Escrow Agent shall return the Deposit, less the non-refundable Exxxxxx Money, to Purchaser, and the parties shall will have no further rights or obligations to each other under this Agreement, except for those any obligations that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtermination.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy Purchaser, at Purchaser’s option, shall use commercially reasonable efforts to obtain the following prior to the expiration of the Due Diligence Period: (i) an updated real property survey for the Facility (the "Survey"), and (ii) a title commitment for the Facility (the "Title Commitment"), issued by a national title company selected by Purchaser (the "Title Company"), which Title Commitment shall contain a commitment by the Title Company to issue to Purchaser a title insurance policy on an extended coverage ALTA Owner’s form, in form and substance reasonably acceptable to Purchaser (the Existing Survey. Buyer is solely responsible for obtaining any updated "Title Policy") insuring the valid fee simple title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost Facility. In the event that Purchaser is unable to obtain the Survey and expense. Buyer Title Commitment prior to the expiration of this Due Diligence Period, the Due Diligence Period shall have be automatically extended until not later than 5:00 p.m. Eastern Time on the date that is five (5) Business days after Purchaser receives both the Survey and Title Commitment, but in no later event shall the Due Diligence Period be extended for more than ten fifteen (1015) days prior without Seller’s consent. Seller will cause all standard exceptions to be deleted from the Title Policy at the Closing, other than exceptions for (i) such itemized matters shown on the Survey to which Purchaser does not object pursuant to the end provisions hereof and (ii) taxes for the year in which the Closing occurs which are not yet due and payable, and Seller will execute and deliver or otherwise obtain such reasonable documents and instruments as the Title Company shall require, including, without limitation, Seller’s affidavits, gap indemnities and the like. Purchaser shall have until the expiration of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as give written notice to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure Seller accepting or objecting to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Survey, with any such notice of objection specifying the exceptions or other matters to which Purchaser objects (the “Objection Notice”). Purchaser shall provide Seller with copies of the Survey and Title Commitment at the time Purchaser delivers the Objection Notice. The failure of Purchaser to object to any matter reflected in the Title Commitment or Survey prior to the expiration of the Due Diligence Period shall cause such matter to become a Permitted Encumbrance; provided, however, Seller shall be deemed unconditionally obligated to pay any outstanding indebtedness evidenced by, and cause the release of any lien, mortgage, deed of trust, deed to secure debt, security agreement, judgment, tax lien or other encumbrance affecting the Assets and capable of being released through or as a result of the payment of money (collectively, "Monetary Encumbrances") irrespective of whether Purchaser objects to same unless and only to the extent that such obligation is waived in writing by Purchaser. Notwithstanding the foregoing, Purchaser shall not have unconditionally waived any the right to object to any matters set forth thereincreated or consented to in separate written consent by Purchaser, all of which shall be deemed to be "Permitted Encumbrances" hereunder. If Buyer timely delivers a Purchaser objects to any encumbrance or other matter reflected in the Title Report Objection NoticeCommitment or Survey, Seller shall have seven ten (710) days after receipt Business Days from the date of the notice of such objection within which to cure the same (which cure may be effected by payment and discharge of the objectionable item or by causing the Title Company to remove the same as an exception or affirmatively insure over such item provided such affirmative insurance shall be reasonably satisfactory to Purchaser and any lender of Purchaser and sufficient, in Purchaser’s reasonable judgment, to adequately address Purchaser’s and any lender’s concerns with respect to such matter) and in the event Seller shall fail or refuse to do so within said ten (10) Business Day period, Purchaser shall have five (5) Business Days thereafter in which to advise Seller in writing of Purchaser’s election (x) to make such payments as are necessary to effect releases of such claims Seller is not prepared to cure and to proceed to Closing or (y) to terminate this Agreement by notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the ClosingSeller, in which case the provisions of subsection 8.3(bDeposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder or (z) to extend the Closing Date for a period not to exceed thirty (30) days to enable Purchaser or Seller to so cure; provided, however, (i) Purchaser shall apply; or have the right, but shall not be obligated, to cure such matters, (ii) if neither party cures such matters in said thirty (30) day period, Purchaser shall again have the right to terminate this Agreement, in which case the Deposit Balance shall be refunded to Seller, and neither party shall have any further rights, duties or obligations hereunder and (iii) any such extension shall not limit or affect Seller’s absolute obligation hereunder to cure all Monetary Encumbrances. In the event that Seller elects not any update to cause such exceptions to be removed at which time Buyer may elect, the Title Commitment prior to or on the end Closing Date reveals any new matter not previously shown or disclosed on the prior Title Commitment, then Purchaser will have the same rights of objection, termination and extension of the Due Diligence PeriodClosing Date, and Seller will have the same obligations of cure, as set forth above. In the event Seller undertakes or commits to accept cure any item to which Purchaser objects and does not cure the Title in its current condition same on or terminate this Agreement in which event the Deposit before Closing, completion of such cure to Purchaser’s satisfaction shall be promptly delivered a condition to Seller and Purchaser’s obligation to close the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreementtransaction contemplated herein.

Title Commitment and Survey. (a) Buyer has received In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other than the standard printed exceptions set forth in the standard Texas form of Commitment for Title Insurance or the exceptions listed on Exhibit P attached hereto and reviewed made a copy part hereof), that are --------- unacceptable to Purchaser, Purchaser shall within five (5) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsTitle Commitment, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period (the “Title Report Objection Date”), to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said five (5) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date or (ii) five (5) days after Seller's written notice to Purchaser of Seller's intent to not cure one or more of such Purchaser's Objections; in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to those obligations which expressly survive the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 termination of this AgreementAgreement (the "Surviving Obligations").

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated marketable title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment or title commitments (whether one or more, the "Title Commitment") for one or more ALTA Owner's Policy or Policies of Title Insurance (the "Title Policy") insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Buyer Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten fifteen (1015) days prior to the end following its receipt of the Due Diligence Period Title Commitment, legible copies of all exceptions listed therein and the "Survey" (the “Title Report Objection Date”defined below), to deliver to Seller written notice of Purchaser's objections to title (the "Title Objection Letter"). Seller shall have the right, but not the obligation, to cure Purchaser's objections to title; subject, however, to Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall notify Seller’s attorney Purchaser in writing within five (the “Title Report Objection Notice”5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance days following Seller's receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser's sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven the right for five (75) days after receipt of such notice Seller's response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed such objectionable exceptions from title on or before the Closinga "Permitted Encumbrance", in which case the provisions of subsection 8.3(b) shall apply; as defined below), or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required. All exceptions set forth in Schedule B of the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the "Permitted Encumbrances". In the event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect update to the Pre-Effective Date Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the "Unacceptable Encumbrances") which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment notify Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances in writing of its objection to any such Unacceptable Encumbrance (as hereinafter defined) pursuant to Section 8.3 of this Agreement.the "

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment dated July 24, 2012 (athe “Commitment”) Buyer has received and reviewed a copy for an Owner’s Policy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end of the Due Diligence Period Insurance from Chicago Title Company (the “Title Report Objection DateCompany”), to notify covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of Seller’s attorney in writing existing ALTA survey of the Land prepared by Triad Associates and dated July 19, 2012 (the “Title Report Objection NoticeExisting Survey”). Purchaser acknowledges receipt of the Commitment and Existing Survey and hereby confirms and approves the Commitment, the Existing Survey, and any matters that would be shown or disclosed on a current ALTA survey of the Property (the “Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Survey”) as (all such matters that would be shown or disclosed on the Updated Survey shall constitute Permitted Exceptions). With respect to any items shown on title or survey matters first arising after the Title effective date of the Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver or the Title Report Objection Notice date of the most recent certification of the Existing Survey and on or prior to the 5:00 p.m. Eastern Time on Closing that materially and adversely affect the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance operation of the Title Commitment Property, other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such objections or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto, and Buyer such matters shall be deemed “Title Objections.” In the event Purchaser shall not timely notify Seller of any Title Objections, then such matters shall thereafter be deemed to have unconditionally waived be Permitted Exceptions. In the event Purchaser shall timely notify Seller of any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing Date automatically extended, if necessary, to allow for such response period, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer (icure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) that Seller will remove or cause specified in Purchaser’s notice, Purchaser shall have the following options, to be removed given by written notice to the Seller within five (5) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objectionable exceptions from title objection(s) (or, if Seller fails to deliver such notice, within five (5) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser which Seller has elected, or before the Closingis deemed to have elected, in not to cure (which case the provisions of subsection 8.3(bsuch matter(s) shall apply; thereafter be deemed to be a Permitted Exception), without reduction of the Purchase Price (provided that Purchaser shall have the right to negotiate with the Title Company for the removal of such objected to items or obtain endorsements with respect to such items), or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further rights, obligations to each other or liabilities hereunder except for those that matters which expressly survive the termination of this Agreement. Nothing in Failure of Purchaser to give such notice within said five (5) Business Day period shall be deemed a disapproval by Purchaser of the Commitment and a termination of this subsection Agreement whereby Purchaser shall require Sellerreceive a return of its Deposit and thereafter neither party hereto shall have any further rights, despite any election by Seller to attempt to discharge any title exceptions, to take obligations or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 liabilities hereunder except for those matters which expressly survive termination of this Agreement.

Title Commitment and Survey. Seller has provided to Purchaser a title insurance commitment with an effective date of [VARIES]5 (a“Commitment”) Buyer has received and reviewed for an Owner’s Policy of Title Insurance (Commitment No. [VARIES]5) from First American Title Insurance Company (“Title Company”), covering the Land, together with copies of all instruments reflected as exceptions set forth therein, as well as a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at BuyerSeller’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than ten (10) days prior to the end existing ALTA survey of the Due Diligence Period Land prepared by Xxxx, Xxxx & Xxxxxxxxx Inc. (the “Title Report Objection DateSurveyor”), to notify Seller’s attorney in writing Job No. [VARIES]5, and dated [VARIES]5 (the “Title Report Objection NoticeSurvey”) as ). With respect to any items shown on title or survey matters first arising after the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice Effective Date and on or prior to the 5:00 p.m. Eastern Time on the Closing (a “Title Report Objection Date shall constitute Buyer’s irrevocable acceptance Objection”), other than any of the Permitted Exceptions (to which Purchaser shall have no right to object), Purchaser shall have until the earlier of (i) five (5) Business Days after Purchaser’s discovery of such Title Commitment Objection or (ii) the Closing Date to notify Seller in writing of Purchaser’s objection thereto. In any case, any monetary exceptions arising after the Effective Date (other than taxes and Buyer LID assessments) shall be deemed to have unconditionally waived any right to object to any matters set forth thereinpaid by Seller on or before Closing. If Buyer Purchaser shall timely delivers a notify Seller of any Title Report Objection NoticeObjections, Seller shall have seven the right, but not the obligation, to cure such Title Objection(s) in its sole and absolute discretion other than monetary exceptions and title encumbrances created by or through Seller following the Effective Date, not otherwise approved by Purchaser, which shall be removed at Closing. Within three (73) days Business Days after receipt of Purchaser’s notice of Title Objection(s), with the Closing automatically extended, if necessary, to allow for such response period, but in no event beyond the Designated Closing Date without Seller’s approval, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to notify Buyer cure such Title Objection(s). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within five (i5) Business Days after Purchaser’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller fails to deliver such notice, within five (5) Business Days after the day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any matters objected to by Purchaser that Seller will remove has elected, or cause is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be removed such objectionable exceptions from title on or before a Permitted Exception), without reduction of the ClosingPurchase Price, in which case the provisions of subsection 8.3(b) shall apply; or (iib) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be promptly delivered returned to Seller Purchaser, and the parties thereafter neither party hereto shall have no any further obligations to each other rights, obligations, or liabilities hereunder except for those matters that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite If there is any election by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys thereforexception, other than with respect a Permitted Exception, which can be remedied by the payment of money, then such exception shall be remedied by paying the same at Closing out of the proceeds otherwise due to Seller. 4 This term varied to reflect the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant specifics for the property covered by each respective agreement. 5 This term varied to Section 8.3 of this Agreementreflect the specifics for the property covered by each respective agreement.

Title Commitment and Survey. (a) Buyer has received Seller shall convey good and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated indefeasible title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets Property to Purchaser at Buyer’s Closing, subject only to the “Permitted Encumbrances” (as defined below). Within five (5) days following the Effective Date, Seller shall obtain, at its sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on , and deliver to Purchaser, a commitment from Corridor Title, Attention: Xxxxxxx Xxxx, 000 Xxxxxx Xxxx, Building I, Dripping Springs, Texas 78620 (“Corridor”) for the date that is no later than ten (10) days prior to the end issuance of the Due Diligence Period a Texas Owner’s Policy of Title Insurance from First American Title Insurance Company (the “Title Report Objection DateCommitment”)) insuring good and indefeasible fee simple title to the Property, together with legible copies (or as legible as the Title Company is able to notify Sellerdeliver) of all exceptions listed therein. The Title Company and Corridor shall equally share the fees associated with the transaction. Purchaser shall five (5) days following its receipt of the Title Commitment, copies of all exceptions listed therein and the “Survey”, whichever is received last (as defined below) to deliver to Seller written notice of Purchaser’s attorney in writing objections to title (the “Title Report Objection NoticeLetter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title. Seller shall notify Purchaser in writing within five (5) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyerdays following Seller’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance receipt of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection NoticeLetter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have seven elect by written notice to Seller given within five (75) days after receipt of such notice Seller’s response to notify Buyer the Title Objection Letter (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) that Seller will remove or cause waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be removed a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which may be given by Seller. Failure by Purchaser to make such objectionable election timely shall constitute an election by Purchaser under clause (i) of the preceding sentence; provided, however, that Purchaser’s delivery of the Termination Notice shall nevertheless result in the termination of this Agreement as provided in Section 4.1.1. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing or deemed waived as provided above) are herein collectively called the “Permitted Encumbrances”. Notwithstanding the foregoing, in no event shall Purchaser be obligated to object to (i) deeds of trust, mortgages or security interests that were created by, through or under Seller, (ii) any mechanic’s liens, judgment liens, tax liens, or any other matter listed on “Schedule C” of the Title Commitment created by, through or under Seller (the “Seller Removal Items”), and Seller shall remove the Seller Removal Items or otherwise cause the Title Company to remove such liens from the Title Policy (hereinafter defined) to be delivered to Purchaser at Closing. If any supplemental title report or update issued subsequent to the date of the Title Commitment or update to the Survey contains exceptions (“New Exceptions”) other than those in the original Title Commitment or Survey, Purchaser will be entitled to object to the New Exceptions by delivery of a notice of objections to Seller on or before the Closingdate that is five (5) days following Purchaser’s receipt of such supplement or update (provided, in which case however, Seller shall, without any need for objection by Purchaser, remove the provisions Seller Removal Items). If Purchaser fails to deliver to Seller a notice of subsection 8.3(b) shall apply; objections on or (ii) that Seller elects not before such date, Purchaser will be deemed to cause such exceptions to be removed at which time Buyer may elect, prior have waived any objection to the end New Exceptions, and the New Exceptions will be included as Permitted Encumbrances (except for the Seller Removal Items). Seller will have five (5) days from the receipt of Purchaser’s notice (and the Closing Date shall be extended to provide for such five (5) day period and for five (5) days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to remove the objectionable New Exceptions. If, within the five (5) day period, Seller or the Title Company does not (or does not agree to) remove the objectionable New Exceptions, then Purchaser may terminate this Agreement upon written notice to Seller no later than five (5) days following expiration of the Due Diligence Periodfive (5) day cure period. If Purchaser terminates this Agreement, the Xxxxxxx Money will be promptly returned to accept Purchaser, and the Title in its current condition or parties shall be released from all further obligations under this Agreement (except for the Surviving Obligations). If Purchaser fails to terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and manner set forth above, the parties shall have no further obligations to each other New Exceptions (except for the Seller Removal Items and those that expressly survive Seller and/or Title Company has removed or agreed to remove) will be included as Permitted Encumbrances. If the termination Property is subject to a declaration of this Agreement. Nothing covenants, conditions and restrictions or similar instrument (“CCRs”) governing or affecting the use, operation, maintenance, management or improvement of the Property, Seller shall use commercially reasonable efforts to deliver to Purchaser on or before Closing an estoppel certificate, in this subsection form and substance reasonably satisfactory to Purchaser, from the declarant, association, committee, agent or other person or entity having governing or approval rights under the CCRs (a “Declaration Estoppel Certificate”), provided however, Seller’s failure to deliver to Purchaser the Declaration Estoppel Certificate shall require Seller, despite any election not be a Seller default or a condition to Purchaser’s obligation to close the transactions contemplated by Seller to attempt to discharge any title exceptions, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this Agreement.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of Promptly after the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitmentsEffective Date, surveysSeller shall obtain, or any other title related matters Buyer desires with respect to the Assets at BuyerSeller’s sole cost and expense, and deliver to Purchaser the Title Commitment. Buyer Purchaser may obtain the Survey at Seller’s expense (in accordance with Section 7.4 below. In the event Purchaser elects to obtain the Survey, Purchaser shall have until not later than 5:00 p.m. Eastern Time on deliver the date that is no later than ten (10) days prior Survey to Seller and the end Title Company promptly upon its receipt of the Due Diligence Period (same. In the “Title Report Objection Date”), to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer shall be deemed to have unconditionally waived any right to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Notice, Seller shall have seven (7) days after receipt of such notice to notify Buyer event (i) the Survey (if obtained by Purchaser) shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that Seller will remove or cause is unacceptable to be removed such objectionable exceptions from title on or before the ClosingPurchaser, in which case the provisions of subsection 8.3(b) shall apply; or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State, that are unacceptable to Purchaser, Purchaser shall notify Seller elects not to cause in writing of such exceptions to be removed at which time Buyer may elect, facts and the reasons therefor ("Purchaser's Objections") prior to the end later of (i) the expiration of the Due Diligence Period, to accept or (ii) five (5) days after Purchaser’s receipt of the Title in its current condition or terminate this Agreement in which event Commitment reflecting Seller as fee simple owner of the Deposit Property. Upon the expiration of the Due Diligence Period, except for Purchaser's Objections if the same are timely raised pursuant to the two (2) preceding sentences, Purchaser shall be promptly delivered deemed to Seller have accepted the form and substance of the Survey and the parties Title Commitment. Except as expressly set forth in Section 5.4 below, Seller shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite any election by Seller to attempt to discharge any title exceptions, obligation to take any steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within three (3) days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by Xxxxxx No. 4070004 the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the expiration of the Seller’s Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller within two (2) business days after the expiration of Seller’s Cure Period and receive a refund of the Xxxxxxx Money (subject to Section 4.1 above). If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date and receive a refund of the Xxxxxxx Money subject to Section 4.1 above (failing which, such objections shall be deemed to be Permitted Encumbrances). In the event any agreements are filed of record or any liens are created or become effective after the effective date of the initial Title Commitment and such agreement or liens are not created by, through or under Purchaser and the same materially and adversely affects the ownership or operation of the Property, Purchaser may give Seller written notice of such additional objections (“Additional Objections”) on or before the Closing Date within five (5) business days of its obtaining knowledge of the Additional Objections. If by the Closing Date Seller has not cured such Additional Objection Purchaser may (as its sole and exclusive remedy) terminate this Agreement (other than with respect the Surviving Obligations) by delivering written notice thereof to Seller on the Pre-Effective Date Seller Closing Date, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligations hereunder (other than the Surviving Obligations), failing which, such additional matters shall be deemed to be Permitted Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 . In the event of a termination of this AgreementAgreement by Purchaser under this Section 5.3, neither party shall have any further obligations hereunder other than the Surviving Obligations.

Title Commitment and Survey. (a) Buyer has received Seller shall order the Survey within three (3) business days after the Effective Date and reviewed a copy of shall cause the same to be delivered to Purchaser as promptly as reasonably practicable. Purchaser shall order the Title Commitment within three (3) business days after the Effective Date and cause the Existing Surveysame to be delivered to Seller as promptly as reasonably practicable. Buyer In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is solely responsible for obtaining any updated title commitments, surveysunacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment (other title related matters Buyer desires with respect than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance in use in the State) that are unacceptable to the Assets at Buyer’s sole cost and expense. Buyer Purchaser, Purchaser shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than within ten (10) business days prior to the end after receipt of the Due Diligence Period (Survey and the “Title Report Objection Date”)Commitment, to notify Seller’s attorney Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Upon the “Title Report Objection Notice”expiration of said ten (10) as to any items shown on the Title Commitment (as updated business day period, except for Purchaser's Objections if applicable) that Buyer believes same are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer raised, Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to object to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. Seller may, within ten (10) business days after receipt of written notice of Purchaser's Objections ("Seller's Cure Period"), deliver to Purchaser written notice ("Seller's Cure Notice") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to expend cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any moneys thereforof Purchaser's Objections. If by the earlier of (i) the end of the Approval Period or (ii) the end of Seller's Cure Period, Seller has not cured or undertaken to cure all of Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering written notice thereof to Seller not later than at or before the expiration of the Approval Period or five (5) days after the end of Seller's Cure Period, whichever is later. If by the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Objections which Seller has in Seller's Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, the Title Company shall return the Termination Option Payments then held by the Title Company, whereupon neither party shall have any further obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurviving Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, or (ii) any exceptions appear in the Title Commitment other than the standard printed exceptions set forth in the standard form of Commitment for Title Insurance, that are unacceptable to Purchaser, Purchaser may within ten (10) business days after receipt of the Survey, the Title Commitment and copies of all documents referred to as exceptions in the Existing SurveyTitle Commitment, notify Seller in writing of such facts and the reasons therefor ("Purchaser's Objections"). Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to Upon the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on the date that is no later than expiration of said ten (10) days prior to business-day period, except for Purchaser's Objections if same are timely raised, and upon the end further condition that Purchaser has delivered a notice otherwise in accordance with Section 4.1.1 accepting the condition of the Due Diligence Period (the “Title Report Objection Date”)Property, to notify Seller’s attorney in writing (the “Title Report Objection Notice”) as to any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. Buyer’s failure to timely deliver the Title Report Objection Notice on or prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date shall constitute Buyer’s irrevocable acceptance of the Title Commitment and Buyer Purchaser shall be deemed to have unconditionally waived any right accepted the form and substance of the Survey, all matters shown thereon, all exceptions to object the Title Commitment and other items shown thereon. Notwithstanding anything to any matters set forth therein. If Buyer timely delivers a Title Report Objection Noticethe contrary contained herein, Seller shall have seven (7) days after receipt of such notice to notify Buyer (i) that Seller will remove or cause to be removed such objectionable exceptions from title on or before the Closing, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect, prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of this Agreement. Nothing in this subsection shall require Seller, despite take any election by Seller to attempt to discharge any title exceptions, to take steps or bring any action or proceeding or otherwise to incur any other steps effort or expense whatsoever to remove eliminate or modify any title exception of the Purchaser's Objections. In the event Seller is unable or unwilling to expend eliminate or modify Purchaser's Objections to the reasonable satisfaction of Purchaser, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Seller by the earlier to occur of (i) the Closing Date (as defined in Section 6.1) or (ii) five (5) business days after Seller's written notice to Purchaser of Seller's intent not to cure one or more of such Purchaser's Objections, in which event neither party shall have any moneys therefor, obligations hereunder other than with respect to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to Section 8.3 of this AgreementSurvival Obligations.

Title Commitment and Survey. (a) Buyer has received and reviewed a copy of the Title Commitment and the Existing Survey. Buyer is solely responsible for obtaining any updated title commitments, surveys, or any other title related matters Buyer desires with respect to the Assets at Buyer’s sole cost and expense. Buyer shall have until not later than 5:00 p.m. Eastern Time on obtain a title insurance commitment (“Commitment”) for an Owner’s Policy of Title Insurance from Escrow Agent (“Title Company”), covering the date that is no later than ten (10) days prior to the end of Real Property. During the Due Diligence Period (as defined in Section 3.2.1), Buyer may obtain an update of Seller’s existing ALTA survey of the Real Property prepared by Jordan Consulting Engineers, P.C. (“Existing Survey”) or Buyer’s own current ALTA Survey of the Property (“Updated Survey”; either of the Existing Survey or the Updated Survey is referred to herein as the “Title Report Objection DateSurvey”). No later than five (5) business days prior to the expiration of the Due Diligence Period, Buyer shall notify Seller in writing of any title exceptions, exclusions from coverage, or other matters identified in the Commitment or the Survey that Buyer disapproves (other than any of the Permitted Encumbrances (as defined in Section 3.1.4), to notify which Buyer shall have no right to object) (“Title Objections”). Seller may, within three (3) business days after receipt of Buyer’s Title Objections deliver to Buyer written notice (“Seller’s attorney in writing (the “Title Report Objection Cure Notice”) as to setting forth any items shown on the Title Commitment (as updated if applicable) that Buyer believes are not Permitted Exceptions. of Buyer’s failure Title Objections Seller will undertake to timely deliver the Title Report Objection Notice on or cure prior to the 5:00 p.m. Eastern Time on the Title Report Objection Date Closing. If Seller has not delivered to Buyer Seller’s Cure Notice within such three (3) business-day period, Seller shall constitute Buyer’s irrevocable acceptance be deemed to have elected to not cure any of the Title Commitment Objections and Buyer shall have the right within two (2) business days of Seller’s Cure Notice (or the date Seller is deemed to have elected to not cure any of the Title Objections) to either: (i) terminate this Agreement by written notice to Seller and Escrow Agent; or (ii) proceed to Closing without reduction of the Purchase Price, in which event Buyer shall be deemed to have unconditionally waived any right all of the Title Objections and such matters shall thereafter be deemed to object to any matters set forth thereinbe Permitted Encumbrances. If Buyer timely delivers a Title Report Objection Noticefails to provide notice terminating the Agreement as provided in the preceding sentence, Buyer shall be deemed to have elected clause (ii). If by Closing, Seller shall have seven (7) days after receipt of such notice has not cured the Title Objections which Seller has in Seller’s Cure Notice elected to notify Buyer (i) that Seller will remove or cause undertake to be removed such objectionable exceptions from title on or before the Closingcure, in which case the provisions of subsection 8.3(b) shall apply; or (ii) that Seller elects not to cause such exceptions to be removed at which time Buyer may elect(as its sole and exclusive remedy), prior to the end of the Due Diligence Period, to accept the Title in its current condition or terminate this Agreement in which event the Deposit shall be promptly delivered by written notice to Seller and the parties shall have no further obligations to each other except for those that expressly survive the termination of Escrow Agent, terminate this Agreement. Nothing ; provided that if Seller’s failure to cure the Title Objections which Seller elected to cure in this subsection shall require Seller’s Cure Notice is due to a willful or intentional act or failure to act of Seller, despite any election such failure shall be a default by Seller to attempt to discharge any title exceptionsSeller, to take or bring any action or proceeding or any other steps to remove any title exception or to expend any moneys therefor, other than with respect and Buyer shall be entitled to the Pre-Effective Date Seller Encumbrances, Post Effective Date Monetary Encumbrances and Post Effective Date Seller Encumbrances (as hereinafter defined) pursuant to remedies set forth in Section 8.3 of this Agreement.11.1