Common use of Title Commitment Clause in Contracts

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment dated April 9, 2002 issued by the Title Company under Commitment No. 673945-F (the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. Purchaser shall have until the expiration of the Evaluation Period (the "ORIGINAL OBJECTION DATE") to send written notice to Seller of its objections to matters shown on the Title Commitment or the Existing Survey that Purchaser deems unacceptable and shall have until the date (the "NEW OBJECTION DATE") that is five (5) Business Days after receipt by Purchaser's counsel of any update to the Effective Title Commitment or any Updated Survey (or as promptly as possible prior to the Closing with respect to updates received less than five (5) Business Days prior to the Closing) to send written notice to Seller of Purchaser's objections to any new exceptions to title to the Real Property raised thereby, provided that Purchaser may object to matters shown on an Updated Survey only if such matters were not shown on the Existing Survey. Purchaser's objections made in accordance with the preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment (as updated) and the matters shown on the Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS") unless such matters are objected to by Purchaser in writing by the Original Objection Date or the New Objection Date, as applicable. Seller shall request from cause the Title Company to furnish to Purchaser a preliminary title commitment for report or title commitment, by the Property terms of which the Title Company agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "Seller's Title CommitmentTITLE POLICY"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then standard TLTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property Permitted Exceptions including, without limitation, the standard or general exceptions. The basic premium for the Title Policy shall be at Seller's expense, and listing all exceptions Purchaser may request additional coverage under the Title Policy or endorsements or deletions thereto (including, but not limited towithout limitation, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt modification or deletion of the title commitment and related documents by Sellersurvey exception), Seller which shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitmentbe, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligationeach case, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within SellerPurchaser's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orexpense.

Title Commitment. Within five (5) Business Days after the Effective DatePrior to Closing, Seller shall request from the Title Company deliver to Purchaser a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as issued by Chicago Title Insurance Company (the record owner of "Title Company"), for an owner's title insurance policy (the Property"Title Policy"), showing Purchaser as the prospective named insuredALTA Policy Form B-1992, in the full amount of the Property Purchase Price, showing the status of fee simple title of to the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last , together with legible and complete copies of (i) all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitment. The Title Policy shall affirmatively insure Purchaser's interest in, and rights with respect to, the Property, and have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and shall further include an owner's comprehensive endorsement; and ALTA Zoning Endorsement No. 3.1 (ii) trueincluding parking); an access endorsement; a contiguity endorsement, legible copies of all instruments referred if applicable. As a condition Precedent to Purchaser's obligation to close the transaction as described in the Title Commitmentthis Agreement, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment shall be later-dated to cover the Closing and the recording of the Warranty Deed, and the Title Company shall deliver the Title Policy (“Objection Notice”)or a "marked-up" Title Commitment) to Purchaser concurrently with the Closing. Any exception At Closing, Seller shall pay the cost of all title insurance charges, premiums and all search, continuation and later-date fees. Buyer shall pay for any endorsements it may require, other than the owner's comprehensive coverage endorsement. Should the Title Commitment indicate the presence of any matters that do or could adversely affect the value or marketability of title to such Property, or other matters which Purchaser does not object do or could adversely affect Purchaser's use, operation or financing of such Property, such matters shall be considered a "Permitted Exception". In Defects," and the event Purchaser timely provides Seller an Objection Notice, Seller cure provisions set forth in Subparagraph (d) below shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orapply.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001837 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days As soon as is reasonably practicable after the Effective Dateexecution of this Agreement, Seller shall request from the Title Company obtain and cause a copy to be delivered to Purchaser: (i) a title commitment for the Property commitment, issued by a title insurance company reasonably satisfactory to Purchaser (the "Seller's “Title Commitment"Insurer”), specifying Seller as indicating the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status condition of title of to the Real Property Interests and listing all exceptions the Common Facilities Real Property Interests (includingthe “Title Report”), but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible accompanied by copies of all items and recorded documents referred listed as exceptions to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) coverage in the Title CommitmentReport; and (ii) true, legible copies a copy of all instruments referred to in an ALTA-ACSM survey of the Real Property Interests and the Common Facilities Real Property Interests (which will have a separate legal description of the Ashtabula III Project and the Common Facilities Area (the “Existing Survey”)). Seller shall be responsible for costs associated with procuring the Title CommitmentReport and the Existing Survey; provided, Purchaser shall be responsible for the cost associated with resolving any exceptions reported in which to notify Seller of any objections Purchaser has to any such Title Report or matters shown or referred on such Existing Survey (the “Exceptions”) and for the cost associated with any Title Policy Purchaser desires to obtain at any time after execution of this Agreement. Seller shall cooperate reasonably with Purchaser in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"resolving any such Exceptions. In the event Purchaser timely provides Seller an Objection Noticeconnection therewith, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions (and shall give cause its Affiliates, as necessary, to) use good faith reasonable efforts to obtain, for the benefit of Purchaser, from the mortgagees and other third parties identified by Purchaser, non-disturbance and attornment agreements or consents in a form reasonably acceptable to Purchaser written notice of Seller’s intent and sufficient to eliminate enable the Title Company to remove the related Exceptions from the Title Report or modify such unacceptable exceptions or conditions within ten (10) days following delivery to issue endorsements to the Title Policy affirmatively insuring the Purchaser against loss arising out of the Objection Notice mortgages or other encumbrances disclosed in such Exceptions addressed by such non-disturbance agreements (collectively, the “Seller’s Cure PeriodNon-Disturbance Agreements”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions that all of the pre-Closing requirements relating to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser Title Policy are not satisfied in writing (the “No Cure Notice”)full at Closing, then in that event Purchaser may elect in writing delivered its sole discretion permit Seller to Seller within ten (10) days following delivery of resolve the No Cure Notice to Purchaser to elect to either (1) waive such applicable Title Objections, orand/or provide Non-Disturbance Agreements and/or other curative documents, as the case may be, within an agreed upon period of time following the Closing.

Title Commitment. Within five ten (510) Business Days days after the Effective Date, and at least 5 days prior to each Closing, Seller shall request from will cause the Title Company to furnish to Purchaser and Seller a title commitment for the Property (the "Seller's “Title Commitment")”) covering the Lots or the Lots to be purchased at a Closing, specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insuredapplicable, in an amount equal to the amount Purchase Price of such Lots, issued by the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, Company together with true, correct and legible copies of all items and documents referred to instruments reflected as exceptions therein. Within five business Purchaser will have ten days (the “Title Review Period”) after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, the exception documents, and the Existing Survey in which to examine same and notify Seller in writing of any objections Purchaser has Purchaser’s objection to any matters shown or referred to in same. Upon the expiration of the Title Commitment (“Objection Notice”). Any exception Review Period, Purchaser will be deemed to have accepted all exceptions to title to the Lots as shown on Schedule B of the Title Commitment, except for matters for which Purchaser does not object shall be considered a "Permitted Exception"notification permitted herein has been given by Purchaser. In the event Purchaser timely provides of notification to Seller an Objection Noticeof objections by Purchaser, Seller shall have the right, but not the obligation, at its sole cost, may undertake to eliminate or modify such unacceptable exceptions or conditions and shall give objectionable items to the reasonable satisfaction of Purchaser written within 5 days after receipt of such notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten objections (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable has not cured, or unwilling chooses not to eliminate or modify such unacceptable exceptions or conditions to the satisfaction cure, objections of Purchaser within Seller's the Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)may, then in that event Purchaser may elect in writing delivered at its option, terminate this Contract by written notice to Seller within ten (10) days following delivery at any time on or before the expiration of the No Cure Notice Feasibility Period. If this Contract is terminated, the Exxxxxx Money will be returned to Purchaser, and neither party will thereafter have any further duties, rights or obligations hereunder except as otherwise stated herein. Purchaser’s failure to terminate this Contract during the period specified shall be deemed to be a waiver of its objections and approval of any uncured title matters. Any exceptions accepted or deemed to be approved by Purchaser or not timely objected to elect as aforesaid will be hereafter collectively referred to either as “Permitted Exceptions”; provided, however, that (i) Purchaser will not be required to object to any matter shown on Schedule C of the Title Commitment, and Seller will satisfy all Schedule C matters except those relating to the status or authority of Purchaser and (ii) Purchaser will not be required to object to the general exceptions on the Title Commitment regarding (1) waive matters that would be reflected by a current survey and (2) leases, grants, exceptions or reservations of mineral interests that are not specifically listed on Schedule B, and such Objectionsgeneral exceptions will not be deemed to be Permitted Exceptions. Possession will be delivered at the Closing of the applicable Lots free and clear of all matters except the Permitted Exceptions, ortitle matters created by the recording of the plat of the Subdivision, and the Deed Restrictions (as hereinafter defined) which shall also be Permitted Exceptions.

Title Commitment. Within five Seller, at Seller’s expense, will provide Purchaser an updated title commitment within fifteen (515) Business Days after days of the Effective Dateeffective date of this contract (the “Title Commitment”), Seller shall request from the issued by Title Company a title commitment for describing the Property Land (which legal description, as determined by the "Seller's Title Commitment"Survey referenced in Section 2.3 herein below, shall be incorporated into this Agreement and used in all closing documents), specifying Seller as the record owner of the Property, showing Purchaser or its assignee as the prospective named insured, in showing the amount of Purchase Price as the Property Purchase Priceprospective policy amount, showing the status of title of the Property Land and listing all exceptions (including, but not limited to, easements, declarations, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the PropertyLand) which would appear in the Owner’s an Owner Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to thereintherein including copies of tax certificates covering all taxes affecting the Property. Within five business days after With regard to the standard printed exceptions and other exceptions commonly included in title commitments, the exception for areas and boundaries shall (at Seller’s expense) be endorsed to provide that the exception shall be amended at Closing to except only to “Shortages in Area” upon receipt from Seller of a survey acceptable to the Title Company and the applicable premium therefor paid by Purchaser; no exceptions shall be permissible for parties in possession, except pursuant to recorded leases; the exception for restrictive covenants shall be deleted or endorsed “None of Record except... (with an express description by applicable recording data of those restrictive covenants and declarations of covenants affecting the Land)”; the exception for taxes shall be limited to standby fees and taxes owing for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to changes in land use of the title commitment Property; there shall be no exception for any lien for service, labor or materials heretofore or hereafter provided, imposed by law and related documents not shown by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitmentpublic records; and there shall be no general exception for visible and apparent easements or roads and highways or similar items (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of with any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any such specific exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodspecifically referenced to, and so notifies Purchaser shown on, the Survey described in writing (the “No Cure Notice”Section 2.3 and also identified by any applicable recording data), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five (5) Business Days after the Effective DateBuyer shall be responsible, Seller shall request from the Title Company a at its expense, for obtaining such title commitment for the Real Property (the "Seller's “Title Commitment"), specifying Seller ”) issued by such title insurance company as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred shall be acceptable to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Buyer (the "Review Period") ending “Title Company”). Buyer shall be entitled to object to any title matters shown on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in its discretion, by a written notice of objections delivered to Seller on or before the expiration of the Due Diligence Period. Buyer agrees that each of the Permitted Encumbrances listed in paragraph 2 of Schedule 3.11 of the Seller Disclosure Letter shall not be included in any such notice of objections, unless Buyer determines in its reasonable business judgment that any such Permitted Encumbrance would materially impair the continued use and operation of the Hospital Facilities in the manner currently operated by Seller. Seller shall have no obligation to remove or cure title objections, except for the following items, which shall be removed or cured by Seller by Closing: (i) lien for taxes for calendar years prior to notify 2012, (ii) the Combination Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents by HealthMont of Georgia, Inc. in favor of Chatham Credit Management II, LLC, as Agent, effective as of April 23, 2008, recorded in Book 607, Page 36, Cxxx County Georgia Records and UCC Financing Statement naming HealthMont of Georgia, Inc. as Debtor and Chatham Credit Management II, LLC, as Agent, as Secured Party, recorded in Book 607, Page 83, aforesaid records, as affected by UCC Financing Statement Amendment, recorded in Book 638, Page 35, aforesaid records, (iii) any other monetary encumbrances against the Real Property arising by, through or under Seller, and (iv) any exceptions or encumbrances to title which are created by Seller after the date of any objections Purchaser has this Agreement and not permitted by Section 5.3(j). As to any matters shown other exceptions or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeobjections raised by Buyer, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery from the receipt of the Objection Notice (“SellerBuyer’s Cure Period”). In the event Seller is unable or unwilling notice of objections to eliminate or modify have such unacceptable exceptions or conditions objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions satisfactory to Buyer in Buyer’s sole discretion. If Seller fails either to provide for the satisfaction removal of Purchaser such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Buyer in Buyer’s sole discretion within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) business days following delivery such period, in which case Nine Hundred Thousand Dollars ($900,000) of the No Cure Notice Exxxxxx Money Deposit shall be returned to Purchaser Buyer and One Hundred Thousand Dollars ($100,000) paid over to elect Seller. Buyer shall have the right at any time on or prior to the Closing Date to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Buyer shall have the right to object to any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the Cutoff Date and on or prior to the Closing Date which change would materially adversely affect the use of the Hospital Facilities in and for substantially the use to which such Hospital Facilities are presently being employed or involve a loss in the fair market value (as reasonably determined by independent appraisal) of the Real Property in excess of $500,000, and if Seller cannot or will not cure or satisfy any such objection (or any objection which Seller has previously undertaken to cure or satisfy) on or prior to the Closing Date, Buyer may either terminate this Agreement, in which case Nine Hundred Thousand Dollars (1$900,000) of the Exxxxxx Money Deposit shall be returned to Buyer, or waive such Objections, orobjection.

Title Commitment. Within five (5) Business Days after During the Effective DateFeasibility Period, Seller shall request from the Title Company Buyer may, at Buyer’s expense, obtain a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner issuance of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the an ALTA Form B Owner’s Policy of Title Insurance, when issued, together Insurance with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period extended coverage (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii”) true, legible copies of showing all instruments referred to in the Title Commitment, in endorsements thereto which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"Buyer may require. In the event Purchaser timely provides that the Title Commitment discloses defects of title or other matters unsatisfactory to Buyer, Buyer may, in Buyer’s sole and absolute discretion, notify Seller during the Feasibility Period of such title defects or other matters to which Buyer objects. If Buyer fails to make an Objection Notice, Seller shall have the right, objection as provided herein or if Buyer makes an objection but not the obligation, at its sole cost, fails to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions terminate this Agreement within ten (10) calendar days following delivery after receipt of the Objection Notice (“Seller’s Cure Period”). In the event written notice from Seller that Seller is unable or unwilling to eliminate cure any such objections (which written notice Seller must provide within ten (10) calendar days of receipt of Buyer's written notification of objections/title defects or modify Seller shall be deemed to have elected not to cure such unacceptable exceptions or conditions objections), title to the satisfaction Property as disclosed in the Title Commitment shall be deemed to be acceptable, and any objection thereto shall be deemed to have been waived for all purposes. If, between the expiration of Purchaser the Feasibility Period and Closing, title becomes unmarketable or subject to encumbrances which substantially impair the intended use of the Property, Buyer will notify Seller in writing, detailing such objection, and if Seller does not elect to or is unable to cure or reasonably mitigate such objection within ten (10) calendar days after Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)receipt of Buyer's written notice, then in that event Purchaser Buyer may elect to either accept title to the Property subject to such objection (in writing delivered addition to all other matters which Buyer has approved or is deemed to have approved as set forth above) or terminate this Agreement by delivering written notice to Seller within ten (10) calendar days following delivery the end of Seller's cure period, in which event the No Cure Notice Deposit shall be paid by Escrow Agent to Purchaser Buyer and the parties hereto shall be relieved of all obligations hereunder. If Buyer fails to elect provide written notice of such termination by such date, Buyer will be deemed to either (1) waive have elected to accept title to the Property subject to such Objections, orobjections.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001835 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5a) Purchaser acknowledges receipt of those certain title insurance commitments issued by the Title Company under Commitment No. 0116591DT for the Monticello Property; Commitment No. 0116648DT for the Metroport Property; Commitment No. 274142CDM for the Landmark Property and Commitment No. 0116592DT for the Republic Property (collectively, the "TITLE COMMITMENT"), together with copies of the title exceptions listed thereon. By the third (3rd) Business Days Day after the Effective Date (the "OBJECTION DATE"), Purchaser shall provide Seller with written notice of its objection to any matters shown on the Title Commitment or any Existing Survey or Updated Survey if Purchaser deems same unacceptable. Purchaser's objections made in accordance with the preceding sentence are referred to herein as "TITLE OBJECTIONS" or "SURVEY OBJECTIONS," as applicable. In the event Seller does not receive the Title Objections and Survey Objections by the Objection Date, Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment and the matters shown on each Existing Survey and Updated Survey as permitted exceptions (together with any Title Objections and Survey Objections ultimately waived by Purchaser or cured by Seller, the "PERMITTED EXCEPTIONS"). Seller shall request from cause the Title Company to furnish to Purchaser a preliminary title commitment for commitment, by the Property terms of which the Title Company agrees to issue to Purchaser at Closing, at Seller's sole cost and expense, an owner's policy of title insurance (the "Seller's Title CommitmentTITLE POLICY"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then standard TLTA owner's form insuring Purchaser's fee simple indefeasible title to the Real Property, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "terms of such policy and the Permitted Exceptions,” as defined herein. Purchaser shall have a period Exceptions (including, without limitation, the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown standard or referred to in the Title Commitment (“Objection Notice”general exceptions). Any exception to which Seller and Purchaser does not object agree that the Closing shall be considered a "Permitted Exception". In conducted by and through the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orEscrow Agent.

Title Commitment. (a) Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after business days following the Effective “Acquisition Date” (as defined below), Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice Letter concerning which title objections, if any, Seller has agreed to cure (“Seller’s Cure Period”failure to give such notice shall be deemed an election not to cure any objections or matters set forth in the Title Objection Letter). In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, oras defined below), or (ii) terminate this Agreement upon written notice to Seller and receive a prompt refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. If Purchaser does not terminate this Agreement prior to the expiration of the aforesaid five (5) day period, then at Closing, Purchaser shall accept title to the Property subject to the Permitted Encumbrances (subject to Seller’s absolute obligation to cause the removal and release of record of any and all Monetary Liens (as hereinafter defined) at or before Closing).

Title Commitment. Within five (5a) Business Days Seller shall, within ten (10) days after the Effective Date, Seller shall request from the Title Company furnish to Purchaser: (I) a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller by the terms of which Title Company agrees to issue to Purchaser at Closing an 1992 ALTA Owner Policy of Title Insurance (as the record owner of the Property, showing Purchaser as the prospective named insured, amended to date) ("Title Policy") in the amount of the Property Purchase Price, showing the status of insuring Purchaser's fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (Real Property to be good and indefeasible, subject to the "Review Period") ending on terms of such policy and the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitmentexceptions described therein; and (iiH) true, legible copies a photocopy of all instruments referred documents ("Title Documents") describing all title exceptions shown on the Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey, Commitment and Title Documents and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Title Commitment, in Commitment which are not objected to notify by Purchaser by delivery of written notice to Seller of any objections Purchaser has to any matters shown or referred to in within the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object Period shall be considered a "Permitted Exception"conclusively deemed to be acceptable to Purchaser. In the event Purchaser timely provides Seller an Objection Noticeobjects to any title exception or Survey matter ("Title Objection"), Seller may but shall have the rightnot be obligated to, but not the obligation, at its sole cost, to eliminate or modify cure such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)Title Objection. In the event Seller notifies Purchaser that Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cure any Title Objection, Purchaser shall be deemed to have waived the satisfaction of Purchaser Title Objections unless within Seller's Cure Period, and so notifies Purchaser in writing five (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (105) days following delivery such notice, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not expired prior thereto, it shall expire upon expiration of the No Cure Notice Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Survey or listed in the Commitment to which Purchaser does not raise a Title Objection within the Title Objection Period or, having objected, Purchaser waives or is deemed to elect to either (1) waive such Objections, orhave waived in accordance with the provisions of this Section 5.1.

Title Commitment. Within five Seller shall, not later than ten (510) Business Days after days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Effective Date, Seller shall request from the Title Company a title commitment for the Property Owner's Policy (the "Seller's Title Commitment"), specifying the cost of said commitment shall be paid by Buyer and reimbursed by Seller as at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in Kansas located (the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Title Insurance, when issuedCompany"), together with true, correct complete and legible copies of all items documents and documents referred instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to thereintitle in the Title Commitment. Within five business Buyer shall have until ten (10) days after receipt of the title commitment Title Commitment, Exception Documents, and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period Survey (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller in writing of any objections Purchaser Buyer has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitment. Any exception matters which are set forth in the Title Commitment and to which Purchaser Buyer does not object within the Review Period shall be considered a deemed to be permitted exceptions to the status of Seller's title (the "Permitted ExceptionExceptions"). In Within fifteen (15) days after receipt of Buyer's objections, (the event Purchaser timely provides Seller an Objection Notice, "Cure Period") Seller shall either: (i) cure all such matters objected to by Buyer and notify Buyer in writing that the same have been cured; or (ii) provide such evidence as is reasonably satisfactory to Buyer and the rightTitle Company that all such matters will be cured on or before the Closing in order that the Title Company may, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery as of the Objection Notice Closing, issue the Owner's Policy subject only to the Permitted Exceptions; or (“Seller’s Cure Period”)iii) notify Buyer in writing that Seller elects not to cure one or more of the matters objected to by Buyer. In the event Seller is unable elects not to cure Buyer's title objections and notifies Buyer that the same have been cured or unwilling provide evidence reasonably satisfactory to eliminate Buyer and the Title Company that Buyer's title objections will be cured on or modify such unacceptable exceptions or conditions before the Closing, then Buyer shall have the right to terminate this Contract by giving Seller written notice of termination at any time after expiration of the Cure Period and prior to the satisfaction Closing. In the event Buyer terminates this Contract in accordance with this paragraph 7, the Xxxxxxx Money will be returned to Buyer and the parties shall be relieved of Purchaser within Seller's Cure Period, their respective rights and so notifies Purchaser obligations set forth in writing (this Contract. In the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within Buyer does not terminate this Contract during said ten (10) days following delivery of day period, Buyer shall be deemed to have elected to waive its title objections and accept title subject to the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ormatter reflected in the Title Commitment and not cured by Seller.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company deliver to Buyer a title commitment for the Property within ten (10) days after the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insuredEffective Date, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together Price with true, correct and legible copies of all items and documents referred which constitute exceptions to therein. Within five business days after receipt of the title commitment and related documents by Seller, commitment. Buyer shall give Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is written notice within fifteen (15) business days after following its receipt of the date title commitment of any condition of title (exceptions or requirements) that is not satisfactory to Buyer. Seller may, but shall not be obligated, to resolve such matters; provided, Seller shall be obligated on which Purchaser receives the last of or before Closing to: (i) satisfy all applicable Title Company requirements on Schedule C of the Title Commitmenttitle commitment; and (ii) true, legible copies of all instruments referred cure any matter which Seller agrees in writing to cure in response to Bxxxx’s title objections (the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeMandatory Cure Matters”). Any exception If Seller fails to which Purchaser does cure or agree to cure any of Buyer’s obligations before the expiration of the Inspection Period as defined above, then Buyer may, at Buyer’s sole option, either: (1) accept title subject to the objections raised by Bxxxx and such accepted objections together with title matters disclosed by Schedule B of the title commitment that were not object objected to by Buyer shall become Permitted Exceptions (“Permitted Exceptions”), without any adjustment in the Purchase Price; or (2) terminate this Agreement prior to the expiration of the Inspection Period pursuant to Paragraph 4 above, whereupon the Exxxxxx Monies shall be considered a "Permitted Exception"immediately returned to Buyer by Escrow Agent; or (3) work with Seller, if mutually agreeable, to satisfy unacceptable matters and postpone the end of the Inspection Period and/or Closing Date to satisfy these matters. In the event Purchaser timely provides Seller an Objection NoticeAt Closing, if requested by Bxxxx, Seller shall have provide Buyer with an owner’s policy of title insurance in the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery amount of the Objection Notice (“SellerPurchase Price provided that Buyer pays the cost of the owner’s Cure Period”). In policy of title insurance, and the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cost for all endorsements, changes, and modifications to the satisfaction owner’s policy of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ortitle insurance requested by Bxxxx.

Title Commitment. Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by Lawyer's Title Insurance Corporation under Commitment No. NYN-02-001836 (the "Title Commitment"), together with copies of the title exceptions listed thereon. Purchaser will deliver written notice of any objections to matters shown on the Title Commitment on or prior to the expiration of the Evaluation Period. In addition, Purchaser shall have five (5) Business Days after Purchaser's counsel receives notice of any new objection or exception to the Effective Date, Seller shall request from title to the Real Property raised by the Title Company after the effective date of the Title Commitment and prior to the Closing, Purchaser shall provide Seller with written notice of such new objection if Purchaser deems same unacceptable (title matters objected to by Purchaser as set forth in this Section 6.2 are herein called "Title Objections"). If Purchaser's counsel receives notice of any Title Objections with less than five (5) Business Days prior to the Closing Date, then (x) the Closing shall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said Title Objections and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the applicable objection date, Purchaser will be deemed to have accepted the exceptions to title commitment for set forth on the Property Title Commitment or on any updates thereto as Permitted Exceptions. Prior to the expiration of the Evaluation Period (unless this Agreement has been terminated or is deemed terminated by Purchaser), Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or title commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, an owner's policy of title insurance (the "Seller's Title CommitmentPolicy"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, ) in the amount of the Property Purchase PricePrice on the then-standard ALTA owner's form insuring Purchaser's fee simple title to the Real Property, showing subject to the status terms of title of such policy and the Property and listing all exceptions described therein (including, but not limited towithout limitation, easementsthe standard or general exceptions). Subject to this Section 6.2(a) and Purchaser's review and acceptance of same, restrictionsall matters shown on such form Title Commitment and the exceptions shown on Exhibit G (collectively, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred are conclusively deemed to in the Title Commitment, in which be acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five (5) Business Days business days of the Effective Date, Escrow Agent shall deliver to Purchaser and Seller a preliminary commitment (the “Commitment”) for a standard owner’s policy of title insurance with respect to the Real Property (the “Title Policy”) issued by Title Company, together with a copy of the documents forming the basis for each exception therein. Seller has made available to Purchaser in Seller’s data room a copy of the most recent survey pertaining to the Real Property in Seller’s possession or control. Purchaser may elect to obtain, in its sole discretion and at its expense, a new or updated survey of the Real Property (the “Survey”). Within five (5) business days following receipt of the later to be received of (i) the Commitment from Title Company and (ii) the Survey, but in no event later than twenty-five (25) days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Seller a written notice setting forth those title and survey matters to which Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period objects (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeObjections”). Any exception title or survey matter to which Purchaser does not object within said period shall be considered deemed a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice Within five (5) business days of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery receipt of the Objection Notice Purchaser’s Title Objections (“Seller’s Cure Election Period”), Seller shall notify Purchaser of those Title Objections that Seller shall cure on or before the Closing. In To the event extent that Seller is unable or unwilling affirmatively elects to eliminate or modify cure a Title Objection, the cure of such unacceptable exceptions or conditions Title Objection shall be a condition precedent to Purchaser’s obligation to close the satisfaction transactions described in this Agreement (the failure of which would entitle Purchaser to a refund of the Deposit). If Seller fails to respond to Purchaser within Seller's Cure Period’s Election Period or, if Seller’s response fails to address all Title Objections, such failure shall be deemed an election by Seller not to cure those Title Objections to which Seller has not responded or addressed. Purchaser shall have five (5) business days after Seller’s Election Period to either waive Purchaser’s objection to those Title Objections which Seller has elected or deemed to have elected not to cure, or else terminate this Agreement, and so notifies in the absence of termination within said five (5) business day period, Purchaser in writing shall be deemed to have waived such Title Objections, and such Title Objections shall be deemed Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller hereby agrees to (i) cause all monetary liens on the “No Cure Notice”), then in Real Property to be removed at or prior to Closing unless it is a monetary lien securing a loan that event the Purchaser may elect in writing delivered has expressly agreed to assume herein and Purchaser shall have no obligation to object to any such monetary liens and (ii) Seller within ten (10) days following delivery agrees to use commercially reasonable efforts to satisfy all requirements to the issuance of the No Cure Notice Title Policy to Purchaser to elect to either (1) waive such Objections, orthe extent within the discretion or control of Seller.

Title Commitment. Within five (5) Business Days after Buyer shall be responsible for obtaining, no later than the Effective Dateend of the Due Diligence Period, Seller shall request a commitment from the Title Company to issue at Closing a policy of title commitment for insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to Buyer. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property (the "Seller's Title Commitment"), specifying Seller as the record owner or any condition or aspect of the Property, showing Purchaser to which Buyer may object, except as the prospective named insuredmay be agreed by Seller in writing, in the amount of the Property Purchase Priceits sole and absolute discretion; provided, showing the status of however, that Seller shall remove, bond over, or obtain a title of endorsement for any liens (“Seller Liens”) that affect the Property and listing all exceptions that are not liens for taxes or assessments accruing on or after the Closing and that are not created by, or the result of actions of, Buyer, Molina or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined hereinin Section 5.3) as reasonably determined by Buyer. Purchaser shall have a period (If such cure is not accomplished by the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; Closing Date, Buyer, as its sole and (ii) trueexclusive remedy, legible copies of all instruments referred to in the Title Commitmentmay either terminate this Agreement, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in case the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object Deposit shall be considered returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a "Permitted Exception". In the event Purchaser timely provides Seller an Objection NoticeLien at Closing, Seller Buyer shall have the rightright to instruct the Title Company, but not the obligation, at its sole costas escrow agent, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery apply a portion of the Objection Notice (“Seller’s Cure Period”). In the event Purchase Price sufficient to discharge such Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orLien at Closing.

Title Commitment. Within five Seller has (5i) Business Days after the Effective Date, Seller shall request from the Title Company caused to be issued and delivered to Purchaser a title commitment for the Property (the "Seller's TITLE COMMITMENT") issued by Heritage Title CommitmentCompany (the "TITLE COMPANY"), specifying Seller as the record owner accompanied by a copy of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of all recorded documents affecting the Property and listing all listed as exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt Schedule B of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; Commitment and (ii) truedelivered to Purchaser a copy of the existing ALTA survey of the Premises prepared by Xxxx Xxxxxx Engineers, legible copies of all instruments referred dated September 16, 2003 as updated on November 19, 2003 (the "Survey"). At least ten (10) days prior to in the Title CommitmentOutside Termination Date, in which to notify Purchaser shall furnish Seller with notice of any objections Purchaser has to any matters shown or referred to in the Title Commitment and Survey (“Objection Notice”collectively, the "TITLE OBJECTION DATE"); provided, however, Seller shall have no obligation to cure any such objections. Any exception matters existing as of the Title Objection Date to which Purchaser does not object object, shall be considered deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title that exist as of the Outside Termination Date and which Seller has not in this Contract or in a "separate writing expressly agreed to remove, shall be deemed Permitted Exception"Exceptions. In Following the event Outside Termination Date, Purchaser timely provides shall notify Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten five (105) days following delivery of the Objection Notice (“Seller’s Cure Period”)becoming aware of any other defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions. In the event Seller is unable Any defects, encumbrances, encroachments or unwilling other objections to eliminate or modify such unacceptable exceptions or conditions title that are not Permitted Exceptions that are not timely objected to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oraccordance with this Section 8.1 shall be deemed Permitted Exceptions.

Title Commitment. Within Purchaser, at Purchaser’s sole cost and expense, may obtain a title commitment (“Title Commitment”) of the Property issued by a Title Insurance Company (“Title Company”) acceptable to Purchaser. Purchaser shall forward a copy of the Title Commitment, if any, to Seller within five (5) Business Days after the Effective Date, Seller shall request from the Title Company calendar days of receiving it. If Purchaser desires a title commitment for the Property survey (the "Seller's Title Commitment"), specifying Seller as the record owner “Survey”) of the Property, showing Purchaser as the prospective named insuredmay, in the amount of the Property Purchase Priceat Purchaser’s sole cost and expense, showing the status of title obtain a Survey of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after upon receipt of the title commitment and related documents by Sellersaid Survey, Seller Purchaser shall convey deliver a copy of it to PurchaserSeller. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in If the Title Commitment or the Survey shows that all or part of the Property is unmarketable, or subject to a defect, lien, encumbrance, easement, condition or restriction which is unacceptable to Purchaser (each, a “Title Objection”), Purchaser shall deliver written notice of such Title Objection (“Title Objection Notice”)) to Seller on or before the 30th calendar day following the Effective Date. Any exception For purposes of this Agreement, the 30 calendar day period provided for in the preceding sentence is hereinafter referred to which as the “Inspection Period”. If Purchaser does has not object delivered a Title Objection Notice to Seller prior to the expiration of the Inspection Period, Purchaser shall be considered a "Permitted Exception"deemed to have approved title to the Property and to have waived its ability to terminate this Agreement for the failure of this Condition. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event If Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of cure a Title Objection, Seller shall send Purchaser within prompt written notice (“Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure ’s Notice”)) of that fact [but, then in that event Purchaser may elect in writing delivered to Seller any event, within ten (10) calendar days following delivery after receipt of the No Cure Notice to Title Objection Notice]. Within five (5) calendar days after the date of Seller’s Notice, Purchaser to shall elect to either either: (1i) waive such ObjectionsTitle Objections which Seller is unable or unwilling to cure and accept such title to the Property as Seller is able to convey, orwithout any reduction in the Purchase Price and without any liability on the part of Seller (such waiver of liability by Purchaser being deemed to survive the Closing or termination of this Agreement); or (ii) terminate this Agreement by delivering written notice of termination to Seller and thereafter Seller shall repay the Xxxxxxx Money to Purchaser. After termination, neither Purchaser nor Seller shall have any further rights or obligations under this Agreement or liability to the other, except for those obligations which survive the termination of this Agreement. Each Party shall bear its own costs incurred hereunder. Any notice of termination provided for in this paragraph must be received by Seller not later than the fifth (5th) calendar day after the date of Seller’s Notice. If Seller has not received a notice of termination from Purchaser on or before the fifth (5th) calendar day after Seller’s Notice, Purchaser shall be deemed to have waived its ability to terminate this Agreement pursuant to the provisions of this paragraph and to have elected to accept the title to the Property that Seller will deliver at Closing. All matters which are not timely objected to by Purchaser which are: (i) of record; (ii) contained in the Title Commitment (if any); or (iii) disclosed in the Survey (if any) shall be deemed to have been approved by Purchaser. The following are collectively hereinafter referred to as “Permitted Encumbrances”: (i) installments or real estate taxes and assessments (general and special) constituting a lien on the Property, but not yet due and payable; (ii) all matters which an accurate survey of the Property would disclose; (iii) all other matters approved or deemed to have been approved by Purchaser; and (iv) all Title Objections subsequently waived by Purchaser.

Title Commitment. Within five (5) Business Days after business days from the Effective DateOpening of Escrow, Seller Sellers shall request from cause the Title Company to deliver to Buyer and Sellers (and their respective legal counsel) a title current commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the a CLTA Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to thereinInsurance (the “Title Commitment”). Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller Sellers shall deliver to Purchaser title Buyer, as part of the Due Diligence Materials, existing surveys of any of the Properties, if any. If Buyer desires to update the surveys delivered pursuant to this Section 4.1 or to obtain a new survey (collectively, the “Updated Survey”), then, it may do so, at closing subject only Buyer’s sole cost and expense, and shall deliver a copy thereof to Sellers (and their legal counsel). During the forty (40) day period after the Effective Date (the “Title/Survey Review Period”), Buyer shall review and approve or object to the "Permitted Exceptions,” condition of title to each Property as defined hereinset forth on the Title Commitment and any Updated Survey. Purchaser shall have a period (In the "event that Buyer objects to any Seller’s title for any reason or to any other item disclosed by each Title Commitment or any Updated Survey, Buyer shall, during the Title/Survey Review Period", deliver written notice (“Buyer’s Title Notice”) ending on to Sellers specifically identifying all objections (“Title Objections”) to any such item or to the date which is fifteen (15) business days after condition of any Seller’s title. Buyer’s Title Notice also may identify the date on which Purchaser receives form of title policy and endorsements required by Buyer. Failure of Buyer to provide a Buyer’s Title Notice within the last Title/Survey Review Period shall be deemed approval by Buyer of (i) the Title Commitment; and (ii) true, legible copies condition of all instruments referred title to each Property as set forth in the Title Commitment. Sellers shall, within three (3) business days following receipt of the Buyer’s Title Notice, deliver written notice (“Sellers’ Title Notice”) to Buyer informing Buyer whether or not Sellers desire, in Sellers’ sole discretion, an opportunity to eliminate or cure any such matter to which an objection has been raised. If Sellers elect, or are deemed to notify Seller have elected, not to remove or otherwise cure an exception disapproved in Buyer’s Title Notice, Buyer shall have until the expiration of any objections Purchaser has the Due Diligence Period to any matters shown or referred deliver to in the Title Commitment Sellers written notice (“Objection Buyer’s Approval Notice”). Any exception to ) which Purchaser does not object shall be considered a "Permitted Exception"deemed to be Buyer’s election to waive the objection. If Sellers have not received the Buyer’s Approval Notice from Buyer by the expiration of the Due Diligence Period, the Buyer shall be deemed to have disapproved the Sellers’ Title Notice and deemed to have elected to terminate this Agreement. In the event Purchaser timely provides Seller that Sellers advise Buyer in Sellers’ Title Notice that Sellers will attempt to eliminate or cure any matter to which an Objection Noticeobjection is made, Seller Buyer’s right to terminate this Agreement will be suspended, and Sellers shall use commercially reasonable efforts to eliminate or cure such matter prior to the Closing Date; provided, however, that if Sellers fail to eliminate or cure any such matter that Sellers have agreed to attempt to eliminate or cure, despite Sellers’ commercially reasonable efforts to do so, on or prior to the Closing Date, Sellers shall not be in default or breach of this Agreement, and Buyer shall have the right, but not as of the obligationClosing Date, at its sole costto either: (A) terminate this Agreement, in which event the Deposit shall be refunded to Buyer, and the parties shall have no further obligations to each other under this Agreement, except for obligations which expressly survive the termination of this Agreement; or (B) waive such failure by Sellers, in writing, and accept title to such Property subject to the matters to which Buyer has objected and Sellers were unable to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions cure prior to the satisfaction of Purchaser within Seller's Cure Period, Closing Date. Sellers’ failure to provide Buyer with Sellers’ Title Notice shall be deemed to be Sellers’ election to not cure any matter objected to by Buyer in Buyer’s Title Notice. 8 Purchase and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orSale Agreement and Joint Escrow Instructions

Title Commitment. Within five (5) days from the Effective Date, Seller shall cooperate with Buyer to cause the Title Company to furnish to Buyer a title commitment (the “Title Commitment”) for the issuance of a CLTA Owner’s Policy of Title Insurance, insuring Buyer as the fee simple owner of the Property and covering all of the Property in an amount equal to the total Purchase Price, issued by the Title Company and subject only to the Permitted Exceptions (the “Title Policy”), together with certified copies of all instruments reflected as exceptions therein, including, but not limited to, any easements, restrictions, reservations, terms, covenants, or conditions which may be applicable to or enforceable against any of the Property. The Title Commitment will show Seller to be owner of fee simple title and will contain the “standard printed exceptions.” Within ten (10) Business Days after receipt of the Title Commitment, Buyer shall notify Seller and Title Company in writing of Xxxxx’s disapproval of any exception shown on the Title Commitment (each, a “Disapproved Exception”). Any exception not disapproved by Xxxxx in writing within such time or as to which Xxxxx thereafter waives or is deemed to have waived its objection shall be deemed accepted by Buyer (each, a “Permitted Encumbrance”). Within five (5) Business Days after the Effective Datereceiving timely notice of any Disapproved Exception from Buyer, Seller shall request deliver written notice to Buyer specifying whether or not Seller will cause the Disapproved Exception to be removed from the Title Company a title commitment for the Property (the "Seller's Title Commitment"). If Seller does not agree in writing to remove any Disapproved Exception or fails to deliver such notice to Buyer, specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of then Buyer may (i) the Title Commitment; waive its prior disapproval and proceed to close Escrow, in which event any Disapproved Exception that Seller has not agreed in writing to remove shall be deemed to be a Permitted Encumbrance, or (ii) true, legible copies of all instruments referred terminate this Agreement with written notice to in the Title CommitmentSeller and Escrow Holder, in which event Escrow Holder shall cancel the Escrow and promptly return the Deposit to notify Seller of any objections Purchaser has Buyer and all other documents and funds to any matters shown or referred to the depositing Party, and except as otherwise specified in this Agreement, the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller Parties shall have the right, but not the obligation, at its sole cost, no further obligation or liability to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreach other.

Title Commitment. Within five Purchaser hereby acknowledges receipt of those ---------------- certain commitments for title insurance issued by Chicago Title Insurance Company with respect to a portion of the Land (5together covering all of the Land), having an effective date of February 19, 1998 (Commitment No. 209703421), February 23, 1998 (Commitment No. 209800811), and November __, 1998 (Commitment No. _____________) Business Days after the Effective Date(collectively, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as ) and containing the record owner commitment of the Property, showing Purchaser as the prospective named insuredsaid title company to issue its ALTA Form of title insurance policy, in an amount equal to the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the The title commitment and related documents by Seller, Seller so issued shall convey it be later dated to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is not more than fifteen (15) business days after prior to the Closing Date. Each title commitment delivered hereunder shall be conclusive evidence of Good and Marketable Title as therein shown, subject only to those exceptions as therein stated. If any later date on which Purchaser receives title commitment discloses exceptions to title other than the last of Permitted Exceptions (i) whether or not the Title Commitment; and (ii) true, legible copies of all instruments referred Company is prepared to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”insure over such exceptions). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have until the rightClosing Date to have those exceptions removed from the commitment or, but in the case of exceptions which may be removed with the payment of money, deliver the undertaking of the Title Company to insure over such exceptions. If Seller fails to have any such exceptions removed (or insured over as above provided) on or prior to the Closing Date, then provided such unpermitted exceptions are not the obligationresult of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered (as its sole remedy for Seller's failure to Seller have such title exceptions removed or insured over), by delivery of notice to that effect at any time within ten thirty (1030) days following delivery after the Closing Date, either (i) to take title as it then is, with the right to deduct from the Purchase Price liens or encumbrances of a definite or ascertainable amount (in which case such exceptions shall thereafter be deemed "Permitted Exceptions"), or (ii) to terminate this Agreement, and all of the No Cure Notice rights and remedies of the parties hereto, whereupon the Deposit shall be returned to Purchaser. If such unpermitted exceptions are the result of a breach or default of Seller under SECTION 6.1.5 or SECTION 6.1.9 of this Agreement, Purchaser to elect to either (1) waive such Objections, orshall have the rights and remedies provided for in SECTION 7.2 hereof in the event of a default of Seller hereunder.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company cause to be furnished to Buyer, at Buyer's sole cost and expense, a current ALTA title commitment for the Property (the "Seller's Title CommitmentTITLE COMMITMENT") issued by a nationally recognized title insurance company reasonably acceptable to both parties (the "TITLE COMPANY"), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (or conditions to such title, including, but not limited towithout limitation, all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner's title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue an owners' (or leasehold, as appropriate) title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period policy (the "Review PeriodTITLE POLICY") ending on to Buyer in an amount equal to that portion of the date which is fifteen Purchase Price allocated to the Real Property as improved, insuring good, marketable and merchantable fee simple (15) business days after full ownership), or leasehold, as the date on which Purchaser receives case may be, title to the last of (i) owned Real Property. The Title Commitment shall provide that the Title Commitment; Policy when issued shall have all Standard and (ii) trueGeneral Exceptions deleted so as to afford full "extended form coverage," except for the standard exception as to taxes which shall be limited to taxes for the current and subsequent years "not yet due and payable," and shall contain such endorsements or other affirmative coverage that the Buyer may reasonably require. At Closing, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in shall cause the Title Commitment (“Objection Notice”). Any to be later-dated and the so-called "gap" exception to which Purchaser does not object be deleted to cover the Closing and the recording of the deeds to be delivered at Closing and shall be considered cause the Title Company to deliver to Buyer a "marked Title Commitment or pro forma Title Policy, with endorsements, as directed by Buyer. The Title Policy shall show that the owned Real Property is free -29- 39 from all liens, liabilities, encumbrances and defects in title other than the Permitted Exception"Encumbrances. In the event Purchaser timely provides Seller Buyer requests, and at Buyer's expense, the Title Company shall issue a mortgage title policy in an Objection Noticeamount up to the Purchase Price which is allocated to the owned Real Property as improved, at simultaneous issue rates. Seller shall have execute such certificates and affidavits as may be reasonably required in connection with the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery issuance of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, Title Policy and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orany endorsements.

Title Commitment. Within five (5) Business Days after Seller has contemporaneously or heretofore delivered to Purchaser the Effective Date, Seller shall request from Title Commitment issued through the Title Company a and setting forth the state of title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of to the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) to coverage which would appear in the Owner’s Policy of Title Insurance, when issuedPolicy, together with true, correct and legible copies of all items instruments identified in the Title Commitment as exceptions to title. Purchaser, at its sole cost and documents referred expense, may cause the Title Commitment to thereinbe updated before any scheduled Closing hereunder. Within five business days If after receipt of the title commitment and related documents original or an updated Title Commitment, together with copies of the instruments referred to therein as exceptions, Purchaser determines that any matter disclosed by Sellerthe original or an updated Title Commitment which has not previously been approved by Purchaser (or deemed approved by Purchaser failing to timely make objection thereto) is unacceptable to Purchaser in its reasonable business judgment, Purchaser shall so notify Seller shall convey it to Purchaserin writing specifying such objectionable matters on or before five (5) days after the date Purchaser actually receives a copy of such original or updated Title Commitment, together with copies of the instruments referenced therein. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery the receipt of such notice from Purchaser to cure such defect (provided that, subject to the Objection Notice (“Seller’s Cure Period”provisions provided in this paragraph, Seller shall not be obligated to cure any such title defect, and, in the event the defect is cured, the date of all subsequent Closing(s) set forth in the Take Down Schedule will be extended for a period of time equal to the period of time, if any, such original Closing was delayed). In the event If (i) Seller is unable or unwilling to eliminate cure such defects within the ten (10)-day period or modify (ii) Seller gives written notice to Purchaser that it is unwilling or unable to cure Purchaser's objection, Purchaser may, as Purchaser's sole and exclusive remedies, either (a) terminate this Contract within five (5) days after expiration of such ten (10)-day period or receipt of Seller's notice to Purchaser (as the case may be) as to all Lots Purchaser has not acquired (in which case neither party shall have any further obligations hereunder except as otherwise provided herein), (b) maintain this Contract in effect with the obligation to purchase all Lots at the subsequent Closing(s) subject to such defects not cured by Seller which will be included in the definition of Permitted Exceptions and with a mutually acceptable reduction in the Lot Purchase Price or, (c) maintain this Contract in effect and remove any Lots with uncured and unacceptable exceptions or conditions defects. If Purchaser fails to notify Seller of such election within the prescribed five (5)-day period, Purchaser shall be deemed to have selected alternative (b) with the effect that Purchaser has waived its right to terminate this Contract. Notwithstanding any provision hereof to the satisfaction of Purchaser within contrary, Seller shall be responsible for (and cure) all liens, security interests, or similar encumbrances securing indebtedness imposed on the Property by Seller (the "Monetary Liens"), all mechanics and materialmen's liens encumbering the Property due to Seller's Cure Period, and so notifies Purchaser in writing acts or omissions (unless such matters result from the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oractions of

Title Commitment. Within five thirty (530) Business Days after days of the Effective DateDate of this Agreement, Seller the Village, at the Village’s cost and expense, shall request from deliver to the Title Company Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"”) issued by Chicago Title Insurance Company (the “Title Company”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing subject only to (i) the status of title of exclusions and conditions contained in the Property Title Commitment; (ii) the restrictions and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting contained in the Deed; (iii) 2019 general real estate taxes not yet due and payable and subsequent years; (iv) existing encroachments by neighboring residential properties onto the Property; (v) utility and drainage easements and such other covenants, easements, building line(s), restrictions and matters of record; (vi) any additional easements recommended by the Village Engineer to be part of the conveyance; and (vii) acts done or suffered by or judgments against the Purchaser (collectively, the “Permitted Exceptions”). If the Title Commitment discloses exceptions to title, which would appear in are not acceptable to Purchaser (the Owner’s Policy "Unpermitted Exceptions"), Purchaser shall have thirty (30) days from the delivery of the Title Insurance, when issued, together Commitment to object to the Unpermitted Exceptions. Purchaser shall provide the Village with true, correct and legible copies a title objection letter (the "Purchaser's Objection Letter") listing those matters which are not Permitted Exceptions. The Village shall have thirty (30) days from the date of all items and documents referred to therein. Within five business days after receipt of the title commitment Purchaser's Objection Letter ("Village's Cure Period") to have the Unpermitted Exceptions removed from the Title Commitment or to cure such Unpermitted Exceptions or to have the Title Company commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, and related documents the time of Closing shall be extended thirty (30) days. If the Village fails to have the Unpermitted Exceptions removed or in the alternative, to obtain a Title Commitment insuring the Unpermitted Exceptions within the specified time (the "Proforma Title Policy"), Purchaser may elect to either (i) terminate this Agreement, at which time the Purchaser shall be entitled to have the Deposit, minus any costs incurred by Sellerthe Village, Seller shall convey it returned to Purchaser, or (ii) Close taking subject to such Unpermitted Exceptions. Seller All Unpermitted Exceptions, which the Title Company commits to insure, shall deliver be included within the definition of Permitted Exceptions. The Proforma Title Policy shall be conclusive evidence of good title as therein shown as to Purchaser title at closing all matters insured by the Title Company, subject only to the "Permitted Exceptions,” as defined herein. The Purchaser shall have a period (pay the "Review Period") ending on cost for any later date title commitment and the date which is fifteen (15) business days after the date on which Purchaser receives the last cost of (i) the Title Commitment; Company issuing a Proforma Title Policy to Purchaser. The Title Commitment shall, at Purchaser’s cost, provide for extended coverage. Title endorsements requested by the Purchaser for its owners’ policy and/or loan title policy shall be paid for by the Purchaser. Village shall furnish to the Purchaser an affidavit of title in customary form, reasonably acceptable to Purchaser. DEED. The Village Parcel shall be conveyed to Purchaser by the Village through the Deed, which shall be a recordable quitclaim deed. The Deed shall provide that the Village Parcel is being conveyed in “AS IS, WHERE IS” condition, including any environmental conditions existing in, on or beneath the Property.” If public utilities, street lighting, sanitary or storm sewers, fire hydrants and (ii) truerelated water service lines, legible copies public sidewalks or any other above or below grade infrastructure or public improvements are located within any portion of all instruments referred the Village Parcel to be sold, the Village shall reserve in the Title Commitmentquitclaim deed, a public utility or sidewalk easement of sufficient size to accommodate the repair, replacement, or maintenance of the public facilities or the installation of additional public facilities. The Village Engineer, in which to notify Seller of any objections Purchaser has to any matters shown his or referred to in her discretion, shall determine the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery size of the Objection Notice (“Seller’s Cure Period”)required easement area. In the event Seller is unable The Deed will not remove or unwilling to eliminate release any existing non-Village easement rights or modify such unacceptable exceptions other conditions of public record that are enforceable by other persons or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orprivate or public entities.

Title Commitment. Within Immediately following the execution and delivery of this Agreement by all parties hereto (the "Effective Date"), Purchaser shall order commitments for title insurance, including legible copies of all exceptions and ALTA/ASCM surveys for each parcel (the "Title Commitment") to be underwritten by a reputable title company selected by Purchaser (the "Title Company") and shall cause a copy thereof to be delivered to be simultaneously delivered to Seller's counsel. Purchaser agrees to take title to the Property subject to those exceptions set forth on Exhibit "F" annexed hereto and the standard printed title exceptions (collectively, the "Permitted Exceptions"), provided, however, that such standard printed exceptions shall not require Purchaser to take title subject to unrecorded easements of which Seller has knowledge or mechanics liens; and provided, further that Purchaser shall take title subject to (i) any facts an accurate survey of the parcels may reveal provided such facts do not render title uninsurable, (ii) the lien of real estate taxes not yet due and payable and (iii) rights of tenant as tenants only. In the event the Title Company shall report to Purchaser any objection to title other than the Permitted Exceptions which renders title uninsurable at standard rates, Purchaser shall notify Seller of any such objection ("Purchaser's Objection") no later than five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last each of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”)Commitments. Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser's Objection, and Seller shall have the right to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent adjourn the Closing Date for up to eliminate or modify such unacceptable exceptions or conditions within ten thirty (1030) days following delivery of the Objection Notice (“Seller’s Cure Period”)to cure Purchaser's objections. In the event Seller is unwilling or unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of cure Purchaser's Objection, Seller shall so notify Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) business days following delivery after receipt of Purchaser's notice (the "Seller's Response Period"), and within five (5) business days after receipt of Seller's notice (the "Purchaser's Response Period"), Purchaser shall either (i) accept title in its current condition without any adjustment in the Purchase Price in which event Purchaser's Objection shall be deemed to have been waived for all purposes, or (ii) terminate this Agreement by written notice to Seller and the Escrow Agent, in which event the Deposit shall be paid to Purchaser and this Agreement shall be of no further force and effect, except for those provisions expressly set forth herein to survive. If Seller fails to give Purchaser notice within Seller's Response Period that it will cure Purchaser's Objection as aforesaid, Seller shall be deemed to have elected not to cure Purchaser's Objection. If Purchaser fails to terminate this Agreement by written notice to Seller and the Escrow Agent within Purchaser's Response Period (or within five (5) business days after the date Seller shall be deemed to have elected not to cure Purchaser's Objection), Purchaser shall be deemed to have elected to accept title in its current condition without any adjustment in the Purchase Price, and Purchaser's Objection shall be deemed to have been waived for all purposes. In the event the Title Company should issue any revisions to the Title Commitments (including, but not limited to, updates of existing surveys), which revisions reveal for the first time any new encumbrance or other title defect affecting the Property first arising after May 1, 2001 and which was not previously identified on an earlier Title Commitment, the procedure set forth above with regard to Seller's Response Period, Purchaser's Response Period and Seller's right to adjourn the Closing Date shall again apply with respect to such new encumbrance, except that Purchaser shall be deemed to have waived its right to object to such new encumbrance unless Purchaser objects to Seller in writing within five (5) business days from the issuance of any such revision. Seller shall not, during the term of this Agreement, cause or allow any part of the No Cure Notice Property to Purchaser to elect to either (1) waive such Objectionsbe conveyed or encumbered by acts of Seller. Notwithstanding the foregoing, orSeller shall satisfy at or before Closing any monetary liens, judgments or encumbrances affecting the Property, except those arising under the Loan Documents, of a fixed or ascertainable amount first arising after the date hereof.

Title Commitment. Within five (5) Business Days after the Effective Date3.5.1 Seller has, Seller shall request at Purchaser’s sole cost and expense, ordered from the Title Company Company, a title commitment Commitment for the Property Title Insurance (the "Seller's “Title Commitment"”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing setting forth the status of title of to the Property Land and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the an Owner’s Policy of Title Insurance, when issuedspecifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, together with trueon or before 5:00 p.m., correct and legible copies of all items and documents local Las Vegas time on the twentieth (20th) day after the Effective Date, deliver to Seller in writing any objections to matters shown in the Title Commitment (such matters being objected to by Purchaser being hereinafter referred to therein. Within five business days after receipt as “Title Objections”), Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of the title commitment same, and related documents by Seller, Seller such shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "then become “Permitted Exceptions,” as defined herein. ”, If Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred timely objects to any item set forth in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, then Seller shall have the right, but not the obligation, at its sole costto attempt to cure or cause to be cured before Closing such disapproved item. Notwithstanding the foregoing, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery if the Title Commitment shows that any of the Objection Notice following documents (“Seller’s Cure Period”creating the lien that was foreclosed) encumber the Real Property: (i) Deed of Trust recorded November 16, 2006, in Book 20061116 as Instrument No. 0003638 (as amended and/or assigned); and (ii) Assignment dated November 16, 2006 in Book 20061116 as Instrument No. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period0003639 (as amended and/or assigned) (collectively, and so notifies Purchaser in writing (the “No Cure NoticeLoan Documents”), then Seller agrees to cause such Loan Documents to be released as of the Closing Date. Seller shall have until 5:00 p.m. local Las Vegas time on the Cure Date to agree in that writing to cure before Closing such Title Objections. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure the Title Objections, in which event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery shall, on or before the expiration of the No Cure Notice to Purchaser to elect to Title/Survey Period, either (1) waive such Objections, ori)

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"”) for an ALTA Extended Owner's Policy of Title Insurance (the “Title Policy”), specifying Seller as issued by the record owner Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt The Title Policy to be issued to Purchaser at Closing shall include, in addition to any other matters as may be agreed upon between Purchaser and the Title Company, affirmative coverage by endorsement or other acceptable mechanism, against mechanic’s liens arising as a result of the title commitment construction of the Improvements on the Land, such affirmative coverage to be at Seller’s sole cost and related documents by Sellerexpense, and Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to be solely responsible for compliance with the "Permitted Exceptions,” Title Company’s usual and customary requirements for issuance of such affirmative coverage (including without limitation any security or indemnity as defined hereinmay be required of Seller). Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten (10) days following delivery Seller’s receipt of the Title Objection Notice 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole discretion, Purchaser shall, within ten (10) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any 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 Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to elect receive reimbursement from Seller for all out of pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (c) neither party shall have any further obligations hereunder other than the Surviving Obligations. Any liens, encumbrances or other defects or exceptions listed in Schedule B of any update to either (1) waive the Title Commitment not required to be eliminated by Seller of record in this Section 4.1.2, and which Seller in fact elects not to cure, shall be deemed to be included among the Permitted Encumbrances, unless Purchaser elects to terminate this Agreement as a result of Seller’s election not to cure such Objections, ornew title matter as provided above.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five (5) Business Days after Buyer acknowledges that it has received the Effective Date, Seller shall request from the Commitment for Title Company a title commitment Insurance for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as effective May 30, 2019 and updated August 29, 2019, Commitment No. [***] (the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of “Title Insurance, when issuedCommitment”), together with true, correct and legible copies of all items and documents referred appearing as title exceptions. Buyer shall have the right to therein. Within five business days after receipt of the have title commitment and related documents by Seller, Seller shall convey it updated from time to Purchaser. Seller shall deliver to Purchaser title at closing subject only time prior to the "Permitted Exceptions,” as defined herein. Purchaser Closing, and shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred provide to in the Title Commitment, in which Seller any update to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (as applicable, an “Objection NoticeUpdate”) that Buyer obtains promptly following Buyer’s receipt thereof. Buyer shall give Seller prompt written notice of any exception to title to the Property in the Update that is not a Permitted Exception and to which Buyer objects (an “Objection”). Any exception Seller shall have no obligation to which Purchaser bring any action or proceeding, or to incur any expense or liability, to remove any Objection (including any judgments recorded against the Property, a “Lien or Judgment”) that is not a Required Removal Exception. “Required Removal Exception” means the following:(i) all Seller Financings Liens, (ii) any mechanic’s or materialmen’s liens recorded against the Property for work done by or on behalf of Seller or any of its Affiliates, (iii) any federal tax lien recorded against the Property, and (iv) any Lien or Judgment (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)) that, when aggregated with any other Lien or Judgment under this clause (iv) (excluding any Lien or Judgment arising under the foregoing clauses (i), (ii) or (iii)), does not object shall be considered a "Permitted Exception"exceed $15,000,000. In the event Purchaser timely provides Seller an Objection Noticecase of any Required Removal Exception described in the foregoing clauses (ii), (iii) or (iv), Seller shall have the right, but not the obligation, at option (in its sole costdiscretion) of bonding over such lien or Lien or Judgment, escrowing sufficient funds with the Title Insurer, indemnifying the Title Insurer or taking any other similar action at or prior to eliminate Closing such that such lien or modify such unacceptable exceptions Lien or conditions Judgment is omitted from the Title Policy (or is otherwise insured over by the Title Insurer) without additional cost to Buyer and thereafter Seller shall give Purchaser written notice of Seller’s intent be deemed to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodhave satisfied, and so notifies Purchaser in writing (caused the “No Cure Notice”)release of, then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orRequired Removal Exception.

Title Commitment. Within five (5) Business Days after business days following the Effective Date, Seller shall request from order a commitment for the issuance of an ALTA owner's title insurance policy ("Commitment") issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status condition of title of to the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting Premises. If the Property) Commitment discloses matters which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it are objectionable to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title CommitmentPurchaser, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery the date on which Purchaser received the Commitment, shall deliver to Seller written notice of the Objection Notice Purchaser's objections, if any, to such matters (“Seller’s Cure Period”"Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or objection to Seller within the applicable time period, Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller is unable shall notify Purchaser within ten (10) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, or unwilling will be at or prior to eliminate Closing, removed from the Commitment or modify such unacceptable exceptions are or conditions will be insured over by the Title Company pursuant to an endorsement to the satisfaction of Commitment (satisfactory to purchaser and its lender) and in such event, if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company. If Seller elects option (b) or fails to notify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within Seller's Cure Periodsaid ten (10) business day period, and so notifies Purchaser in writing (the “No Cure Notice”)shall, then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery after the end of said 10-day period, elect either to terminate this Agreement by delivering written notice thereof within said ten (10) day period, in which event the Earnxxx Xxxey (and Additional Earnxxx Xxxey, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, or be deemed to have accepted title as it then is, in which event all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions, and if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties. On the Closing Date, the Title Company shall issue an owner's title insurance policy in the amount of the No Cure Notice purchase price, with the standard exceptions deleted, but with such additional endorsements as Purchaser may order and pay for, subject only to the Permitted Exceptions (the "Title Policy"). It is understood by the parties that in the event that Purchaser to elect to either (1) waive such Objectionsdoes not order a Survey or that the Title Company, orafter reviewing the Survey, will not delete the standard

Title Commitment. (a) At Closing, Seller shall convey good and indefeasible fee title, and Buyer shall accept fee title, to the Property, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) Business Days after days following the Effective Date, Seller Buyer shall request from obtain a commitment for an ALTA 2006 Form of Owner’s Policy of Title Insurance with extended coverage to be issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing naming Buyer as the status of insured and insuring good and indefeasible fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred exceptions listed therein (“Title Commitment”). Buyer shall have until 6 pm MDT on April 15, 2019 (“Title Objection Deadline”) to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only Seller written notice of Buyer’s objections to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to disclosed in the Title Commitment and the Survey (“Title Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Buyer’s objections to title and the Survey; subject, however, to eliminate Seller’s obligation to remove all Seller Removal Items (as defined below) by Closing without any requirement for Buyer to object to the same. Seller shall notify Buyer in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title and Survey objections, if any, Seller has agreed to cure. If Seller does not undertake to cure all of the objections in the Title Objection Letter to Buyer’s sole satisfaction (or modify such unacceptable exceptions or conditions and does not timely respond to the Title Objection Letter), then Buyer shall give Purchaser written notice have the right for five (5) days after receipt of Seller’s intent response to eliminate the Title Objection Letter (or modify such unacceptable exceptions or conditions within ten five (105) days following delivery the expiration of the Objection Notice (“Seller’s Cure Period”). In the event period within which Seller is unable or unwilling was to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10respond) days following delivery of the No Cure Notice to Purchaser to elect to either (1i) waive any such Objectionsobjection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance,” as defined below), oror (ii) terminate this Agreement and receive an immediate refund of the Xxxxxxx Money. All exceptions set forth in the Title Commitment and on the Survey which are not objected to by Buyer in Buyer’s Title Objection Letter (excluding any Seller Removal Items) are herein collectively called “Permitted Encumbrances.”

Title Commitment. Within five Sellers shall, within three (53) Business Days business days after the Effective Date, Seller shall request from the deliver or cause Title Company Insurer to deliver, a title commitment for to insure fee title to the Real Property (the "Seller's Title Commitment")) with respect to each Property, specifying Seller together with a legible copy of each instrument that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title Objection Date”) to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the record owner "Objectionable Items"). All matters affecting title to the Property as of the Propertydate of the applicable Commitment, showing Purchaser except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as the prospective named insuredset forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property Purchase Pricein favor of Buyer, showing the status with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of title Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to 19 cure any of the Property Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and listing all exceptions exclusive remedy in such event, make an election in writing (including"Buyer's Election"), but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Propertywithin five (5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt by Buyer of Sellers’ Election (or the expiration of the title commitment and related documents by Seller, time period for Sellers to make Sellers’ Election if Seller shall convey it fails to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written send notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10's Election) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreither:

Title Commitment. Within five (5) Business Days after During the Effective DateOption Term and in any event before Buyer exercises the Option, Seller shall request from the Title Company Buyer shall, at Buyer’s expense, obtain a title insurance commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status ”) for an ALTA owner’s policy of title of insurance on the Real Property and listing all exceptions in an amount acceptable to Buyer (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property“Title Policy”) which would appear in issued by a national title insurance company acceptable to Buyer (the Owner’s Policy of “Title Insurance, when issuedInsurer”), together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt recorded instruments which are the subject of the title commitment requirements and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to proposed special exceptions listed in the Title Commitment (the “Objection NoticeTitle Documents”). Any exception to which Purchaser does not object Buyer shall be considered furnish Owner a "Permitted Exception"copy of the Title Commitment, the Title Documents, and if obtained by Xxxxx, the Survey. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within Within ten (10) days following delivery after Xxxxx’s receipt of the Objection Notice Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“SellerBuyer’s Cure PeriodObjection Notice”) of any matters listed in the Title Commitment which are objectionable to Buyer (herein the “Title Objections,” which term shall not include the Permitted Title Exceptions). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction Within ten (10) days after receipt of Purchaser within Seller's Cure PeriodBuyer’s Objection Notice, and so notifies Purchaser Owner shall notify Buyer in writing (the “No Cure Notice”)) which Title Objections, then if any, Owner elects to cure. If Xxxxx has not received a Cure Notice within said 10-day period, the same shall be deemed to constitute Owner’s election not to cure any of the Title Objections. Owner shall not be obligated to cure any of Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with Xxxxx’s cure of any reasonable Title Objections that can be cured, (b) to satisfy any requirements contained in that event Purchaser may the Title Commitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and deliver the Closing Documents it is required to execute. If Owner does not elect, or is deemed to have elected not, to cure any Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect in writing delivered not to Seller exercise the Option or if already exercises, rescind the exercise of the Option (which right is hereby granted) by giving written notice of such election (the “Termination Notice”) within ten twenty-five (1025) days following delivery after Buyer’s receipt of the No Cure Notice to Purchaser Title Commitment, Title Documents, and Survey, or (ii) to elect to either (1) waive such Objectionspreserve the Option in effect and if already exercised or thereafter exercised, oraccept title to the Real Property subject to any Title Objections which Owner has elected not to cure.

Title Commitment. Within five Purchaser hereby acknowledges its receipt of the Title Commitment. Purchaser shall deliver written notice to Seller and the Title Company on or before the expiration of three (53) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the New Survey (such notice being called the “Objection Notice”) if the condition of title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” Property as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to set forth in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does is not object shall be considered a "Permitted Exception"satisfactory. In the event Purchaser timely provides Seller an states in the Objection NoticeNotice that the condition of title to the Property is not satisfactory, Seller may (but shall have the right, but not the obligationbe obligated to), at its Seller’s sole costcost and expense, undertake to eliminate or modify such all unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of matters described in the Objection Notice (“Seller’s Cure Period”)to the reasonable satisfaction of Purchaser. In the event Seller is unable has not satisfied (or unwilling elected to eliminate or modify satisfy by Closing) such unacceptable exceptions or conditions objections between the date Seller receives the Objection Notice and 5:00 p.m. Dallas, Texas time one (1) Business Day before the expiration of the Inspection Period (such period being called the “Cure Period”), Purchaser may, at its option and as its sole remedy, either (a) accept title to the satisfaction Property subject to the objections raised by Purchaser, without an adjustment in the Purchase Price, in which event such objections shall be deemed to be waived for all purposes, or (b) terminate this Agreement by written notice delivered to the Title Company and Seller prior to 5:00 p.m. Dallas, Texas time on the final day of the Inspection Period, in which event the Escrow Deposit shall be delivered to Seller by the Title Company and this Agreement shall be of no further force or effect. Notwithstanding the foregoing, if Seller fails to cure any Monetary Lien or if Purchaser within Seller's terminates this Agreement pursuant to Section 1.04(f), the Escrow Deposit shall be refunded to Purchaser by the Title Company. If Seller has not responded to Purchaser’s Objection Notice by the end of the Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any of Purchaser’s objections. If Purchaser shall fail to deliver the Objection Notice upon the earlier to occur of (i) no later than three (3) Business Days after receipt of the New Survey, or (ii) prior to the expiration of the Inspection Period, Purchaser shall be conclusively deemed to have approved the condition of the title to the Property as set forth in the Title Commitment and so notifies Purchaser in writing on the New Survey, and all matters set forth therein shall be included within the Permitted Exceptions (as hereinafter defined). Notwithstanding the foregoing, Seller, at its cost, shall be obligated to cure or remove by Closing, the following: all mortgages and deeds of trust against the Property, mechanics’ and materialmens’ liens and all other liens against the Property of a liquidated amount, including any interest, penalties and fees associated therewith arising by, through or under Seller (collectively “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within Seller shall, within five (5) Business Days business days after the Effective Date, Seller shall request obtain and deliver to Buyer a current commitment for an ALTA Owner’s Title Insurance Policy (the “Title Commitment”) from the Title Company a relating to the Property in an amount equal to the Purchase Price for the Property. The title commitment for delivered hereunder shall insured good and marketable title as therein shown, name Purchaser as proposed insured, and be subject only to those exceptions as therein stated. Buyer shall have the Property right to have a survey (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount “Updated Survey”) of the Property Purchase Price, showing prepared at the status sole cost and expense of title of Buyer and Buyer shall order such Updated Survey within five (5) days after the Property and listing all exceptions Effective Date. Buyer shall have until five (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment Title Commitment and related documents by SellerUpdated Survey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period if applicable (the "“Title Review Period"”) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment; and (ii) trueCommitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, legible copies of all instruments referred Buyer shall be deemed to have approved the title as shown in the Title Commitment, in which to notify Seller of any objections Purchaser has to any the title exceptions, and all matters shown on the existing survey or referred the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. Notwithstanding anything to the contrary contained in this Agreement, Permitted Exceptions shall not include (i) any requirements contained in the Title Commitment to be met or complied with by Seller as a condition to the issuance of the Title Policy (but excluding any requirements for Endorsements that are provided or requested after the Due Diligence Period), or (ii) any indebtedness or liens created by or through Seller shown in the Title Commitment, except the mortgage evidencing the Loan currently encumbering the Property, which are removable by the payment of money in an ascertainable amount (“Objection NoticeRequired Cure Items”), which Seller shall comply with, pay or have released, as the case may be, on or before the Closing. Any exception Notwithstanding anything to which Purchaser does not object shall be considered a "Permitted Exception". In the contrary contained herein, in the event Purchaser timely provides any mechanic liens or other inchoate claims or liens (such as a commercial real estate broker commission) of a definite and ascertainable amount are being disputed by Seller an Objection Noticein good faith at Closing, Seller shall have bonded or discharged such liens at or prior to Closing, and the rightcoverage by the Title Company shall not make any exception for such liens or claims. If Buyer provides timely objections, but not Seller shall have five (5) business days after receipt of Buyer’s notice (the obligation“Title Cure Period”) in which to elect, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser by written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice Buyer (“Seller’s Cure PeriodTitle Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections except as set forth in this Agreement. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are created by, through or due to the acts of Seller. In the event Seller is unable to cause the Title Company to remove or unwilling insure over any Required Cure Items, Buyer’s sole remedy shall be to eliminate or modify such unacceptable exceptions or conditions terminate the Agreement at which time the Title Company shall return the Exxxxxx Money to Buyer, the satisfaction Seller shall reimburse Buyer for its third party out of Purchaser within Seller's Cure Periodpocket expenses up to $40,000.00, and so notifies Purchaser in writing the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the “No event that Seller fails to provide such written notice of its election to proceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Notice”)Period for any reason, then in that event Purchaser may elect in writing delivered to Seller then, within ten five (105) days following delivery after receipt or deemed receipt of Seller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the No Cure Notice Exxxxxx Money to Purchaser to elect to either Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (1other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such Objectionsuncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, orBuyer will be deemed to have waived the uncured objections and such uncured objections shall become “Permitted Exceptions”.

Title Commitment. Within five Sellers shall, within three (53) Business Days business days after the Effective Date, Seller shall request from the deliver or cause Title Company Insurer to deliver, a title commitment for to insure fee title to the Real Property (the "Seller's Title Commitment")) with respect to each Property, specifying Seller together with a legible copy of each instrument that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title Objection Date”) to examine same and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the record owner "Objectionable Items"). All matters affecting title to the Property as of the Propertydate of the applicable Commitment, showing Purchaser except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Items, if any, Title Insurer is willing to remove, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shall, prior to the applicable Closing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as the prospective named insuredset forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property Purchase Pricein favor of Buyer, showing the status with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of title Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers shall be deemed to have elected not to cure any of the Property Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and listing all exceptions exclusive remedy in such event, make an election in writing (including"Buyer's Election"), but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Propertywithin five (5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt by Buyer of Sellers’ Election (or the expiration of the title commitment and related documents by Seller, time period for Sellers to make Sellers’ Election if Seller shall convey it fails to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written send notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10's Election) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreither:

Title Commitment. Within five (5) Business Days after Buyer, at Buyer’s cost, shall have the Effective Date, Seller shall request from the right to obtain an ALTA Form B Owner's Title Company a title commitment for Insurance Commitment covering the Property (issued by a reputable title insurance company pursuant to which the "Sellertitle company agrees to issue to Buyer, at Closing, an owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Price, showing consistent with the Commitment. If Buyer shall have any objection(s) with respect to the status of title to the Property as reflected in the Commitment which render title unmarketable or which would interfere with Buyer’s intended use of the Property and listing all exceptions Property, Buyer must notify Seller of such objections on or before thirty (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting 30) days from the Property) which would appear in the Owner’s Policy Effective Date of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period this Contract (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Buyer’s Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”"). Any exception matters shown in the Commitment to which Purchaser Buyer does not object timely object, except as otherwise provided herein, shall be considered a deemed "Permitted ExceptionEncumbrances". In the event Purchaser the Commitment reflects any defect or title condition to which Buyer timely provides Seller an Objection Noticeobjects, then Seller shall have be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten date which is sixty (1060) days following delivery receipt of the Buyer's Title Objection Notice (“"Seller’s 's Title Cure Period”"), it being understood that Seller shall not be obligated to institute litigation in connection with same. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything to the satisfaction of Purchaser within contrary contained in this Contract, Buyer need not object to and Seller shall, on or before the Closing Date, remove or satisfy (1) judgments against Seller's Cure Period, and so notifies Purchaser in writing (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery none of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwhich shall be deemed Permitted Encumbrances.

Title Commitment. Within five ten (510) Business Days after the Effective Datedate hereof, Seller Purchaser shall request from the Title Company obtain a title commitment for the Property an owner policy of title insurance (the "Seller's “Preliminary Title Commitment"”) issued by Chicago Title Insurance Company (the “Title Insurer”), specifying insuring Purchaser’s title to the Real Property. Purchaser shall provide Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt a copy of the title commitment when received. Within thirty days of the delivery of the Preliminary Title Commitment and related documents by SellerSurvey pursuant to Section 6.16, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have provide a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment written notice (“Objection Notice”). Any exception ) to Seller of any material defects or exceptions in the Preliminary Title Commitment and Survey to which Purchaser does reasonably objects and is not object willing to accept as a Permitted Encumbrance. If no Objection Notice is given to Seller by the time period specified in the preceding sentence, then Purchaser shall be considered a "deemed to have accepted all such defects, exceptions and Encumbrances set forth in the Preliminary Title Commitment and Survey, all of which shall be deemed to be Permitted Exception"Encumbrances hereunder. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten sixty (1060) days following delivery (the “Cure Period”) from receipt of the Objection Notice (“Seller’s Cure Period”). In to cure any material defect or exceptions, failing which Purchaser shall have the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect option to either (1i) waive terminate this Agreement by giving written notice to Seller no later than five days following the expiration of the Cure Period or (ii) be deemed to have accepted the Real Property subject to all such Objectionsuncured defects, orexceptions and Encumbrances set forth in the Preliminary Title Commitment and Survey, all of which shall be Permitted Encumbrances hereunder.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title A commitment for the Property Title Insurance (the "Seller's Title Commitment")) shall be delivered to Purchaser on or before ten business (10) days after this Contract has been executed, specifying Seller as issued by First American Title Company and countersigned by an escrow officer of Republic Title of Texas, Inc., 300 Xxxxxxxx Xxxxx, #000, Xxxxxx, Xxxxx 00000, Xxtn: Ms. Xxxxxx X. Xxxxxxx, ("Title Company") and describing the record owner of matters affecting title to each Site and setting forth the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property terms and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) conditions under which would appear in the Owner’s said Title Company is willing to issue its Owners Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred . No objections to therein. Within five business days after receipt of the title commitment and related documents shall be made by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall unless such matter(s) has/have a period (the "Review Period") ending material affect on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller value of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"Site. In the event such type of exceptions appear in such binder, Purchaser timely provides shall so notify Seller an Objection Noticein writing on or before twenty (20) days from the date of this Contract. Purchaser shall be deemed to have waived, accepted and approved all matters set out in the Commitment to which it has not objected in writing within twenty (20) days of the date of this Contract. Seller shall have will either cause the right, but not objected to exceptions to be released or modified to the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give reasonable satisfaction of Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice Purchaser's objection (“Seller’s Cure Period”). In the event Seller is unable or unwilling but shall have no obligation to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”do so), then in that event or Purchaser may elect in writing delivered to Seller terminate this Contract only with respect to the Site(s) which is/are affected by such objection(s) which has/have not been cured. If Purchaser fails to terminate this Contract with respect to any Site within such ten (10) days following delivery day period, then Purchaser shall be deemed to have waived all such objections previously made. Any exception to which no objection is made or which exception is waived or deemed waived or which is modified to the reasonable satisfaction of the No Cure Notice Purchaser is referred to Purchaser to elect to either (1) waive such Objections, orherein as a Permitted Exception.

Title Commitment. Within five Seller providing to Buyer, at Seller’s cost and within twenty (520) Business Days days after the Effective Dateexecution of this Agreement, Seller shall request an updated abstract of title or a commitment for title insurance (the “Title Commitment”) from the Title Company a Company. The foregoing Title Commitment will show title commitment for to the Property to be free and clear of all encumbrances excepting only Permitted Encumbrances (defined below) and any liens of record, which will be paid by Seller at closing. At closing, Seller agrees to provide the "SellerTitle Company with all documentation necessary to delete and remove all standard title exceptions from the owner's Title Commitment"), specifying Seller policy of title insurance. “Permitted Encumbrances” as used herein are defined as the record owner of existing special assessments associated with the Property, showing Purchaser as municipal and zoning ordinances, recorded easements for public utilities serving the prospective named insuredProperty, and such other non-standard title exceptions not objected to by Buyer. If Buyer does not notify Seller of its objection to any item disclosed in the amount Title Commitment within the Due Diligence Period, this contingency will be deemed waived. In the event that Buyer notifies Seller of the Property Purchase Price, showing an objection to the status of title of to the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting as disclosed by the Property) which would appear in the Owner’s Policy of foregoing Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by SellerCommitment, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have will be granted a period reasonable period, not exceeding thirty (the "Review Period"30) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitmentdays, in which to notify remove Buyer's objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date will be extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, Buyer may provide Seller written notification of any objections Purchaser has its intent to any matters shown terminate this Agreement within thirty (30) days or referred this contingency will be deemed waived. No further or additional exceptions to in the Title Commitment (“Objection Notice”). Any exception or to which Purchaser does not object shall the final title policy may be considered a "Permitted Exception". In added after the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery passage of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser contingency provided for in writing (the “No Cure Notice”), then this Section 5(c) unless Buyer agrees in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwriting.

Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Extended Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of Title Company, insuring good and marketable fee simple title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable 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 (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within five Seller providing to Buyer, at Seller’s cost and within twenty (520) Business Days days after the Effective Datedate of acceptance, Seller shall request an updated abstract of title or a commitment for title insurance (the “Title Commitment”) from the Title Company a Company. The foregoing Title Commitment will show title commitment for to the Property to be free and clear of all encumbrances excepting only Permitted Encumbrances (the "Seller's Title Commitment")defined below) and any liens of record, specifying which will be paid by Seller at closing. “Permitted Encumbrances” as used herein are defined as the record owner of existing special assessments associated with the Property, showing Purchaser as municipal and zoning ordinances, recorded easements for public utilities serving the prospective named insuredProperty, and such other non-standard title exceptions not objected to by Buyer. If Buyer does not notify Seller of its objection to any item disclosed in the amount Title Commitment within the Due Diligence Period, this contingency will be deemed waived. In the event that Buyer notifies Seller of the Property Purchase Price, showing an objection to the status of title of to the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting as disclosed by the Property) which would appear in the Owner’s Policy of foregoing Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by SellerCommitment, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have will be granted a period reasonable period, not exceeding thirty (the "Review Period"30) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitmentdays, in which to notify remove Buyer's objections and, subject to the other limitations and contingencies set forth in this Agreement, the closing date will be extended as necessary for this purpose. If Seller is unable, after using reasonable diligence, to remove Buyer's objections within such thirty (30) day period, Buyer may provide Seller written notification of any objections Purchaser has its intent to any matters shown terminate this Agreement within thirty (30) days or referred this contingency will be deemed waived. No further or additional exceptions to in the Title Commitment (“Objection Notice”). Any exception or to which Purchaser does not object shall the final title policy may be considered a "Permitted Exception". In added after the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery passage of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser contingency provided for in writing (the “No Cure Notice”), then this section unless Buyer agrees in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwriting.

Title Commitment. Objections. Seller shall obtain from the Title Company a current title insurance commitment for the Property (the "Title Commitment") together with legible copies of any restrictive covenants, easements, and other items listed as title exceptions therein to issue an ALTA Form B Owner's Policy of Title Insurance (the "Title Policy") for the Property. Within five (5) Business Days business days after the Effective Date, Seller shall request from provide to Purchaser, to the extent same are in Seller's possession, copies of the following: (a) any title commitments or title policies concerning the Property, including the Title Company Commitment, (b) a title commitment for current survey of the Property showing all Improvements thereon (the "Seller's Title CommitmentSurvey"), specifying Seller as the record owner of ) and (c) a current rent roll reflecting all Leases that affect the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on receipt of items (a) through (c) referred to in the immediately preceding sentence (the "Title Review Period"), Purchaser shall give written notice (the "Objection Notice") to Seller of any item affecting the title or the Survey to which Purchaser receives objects (the last "Objections") separately specifying and setting forth each such Objection, and Seller shall notify Purchaser within five (5) business days after its receipt of Purchaser's written notice of Seller's intent to not cure one or more of the Objections ("Seller's Notice"). Seller shall then cure on or before Closing all Objections except those set forth in Seller's Notice. Seller shall pay or bond over any mechanic's liens, real estate and personal property taxes and unpaid bills with respect to the Property incurred or arising with respect to periods prior to Closing. If Purchaser gives Seller an Objection Notice within the Title Review Period, then all matters disclosed in the Title Commitment which are not objected to in such Objection Notice shall be deemed to be Permitted Encumbrances. If Purchaser fails to give Seller an Objection Notice within the period set forth above, then all matters disclosed in the Title Commitment shall be deemed to be Permitted Encumbrances. Purchaser may issue an Objection Notice with respect to any new matters first reflected in any update of the Title Commitment or Survey, so long as it is given within five (5) business days of receipt of such update. If Purchaser has any Objections which Seller has not elected to cure, then Purchaser shall have the right to notify Seller prior to the later of (i) the expiration of the Title Commitment; and Review Period or (ii) true, legible copies three (3) business days after receipt of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Seller's Notice that Purchaser has elected to any matters shown or referred to receive a return of the Property Earnest Money (together wixx xxx interest accrued thereon) in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object accordance with Section 2.2 hereof, and, following Purchaser's receipt thereof, this Agreement shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller terminate and neither party shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions any further obligations to the satisfaction of Purchaser within Seller's Cure Periodother party hereunder, and so notifies Purchaser in writing (except the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orSurviving Duties.

Title Commitment. Within five (5) Business Days after days following the Effective Date, Seller the Buyer, at the Buyer’s expense, shall request from the Title Company order a title commitment for the Property (the "Seller's Title “Commitment"”), specifying Seller together with a copy of all documents of record and all exceptions to title to the Property as indicated in the record owner Commitment from a title company of the Buyer’s choosing (the “Title Company”). If the Commitment discloses defects in title or other adverse matters other than (a) utility easements, setback restrictions and other easements, covenants and restrictions required in connection with the development of the Property which do not materially, adversely affect the Buyer’s intended development of the Property, showing Purchaser as (b) non-delinquent real estate taxes, or (c) any other title or survey defect not objected to by the prospective named insured, Buyer set forth in the amount Commitment (the “Permitted Title Exceptions”), the Buyer shall notify the Seller of these defects on or before the Property Purchase Pricefifteenth (15th) day after the Effective Date. If the Buyer does not give notice within such time, showing the status of Buyer shall be conclusively deemed to have accepted all title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting matters with respect to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after Upon receipt of notice from the Buyer that any title commitment and related documents by defects or other matters shall exist with respect to the Property, other than a Permitted Title Exception, the Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery after receipt of the Objection Notice Buyer’s notice, shall notify the Buyer in writing whether the Seller will remedy any or all such title defects or other objectionable matters prior to Closing. If the Seller does not agree to cure all such title defects and other objectionable matters prior to Closing, the Buyer may, by written notice to the Seller given within five (“5) days after receipt of the Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodnotice, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1x) waive any such Objectionstitle defects or other objectionable matters that the Seller has not agreed to cure in which case such defects, oror matters shall be deemed to be Permitted Title Exceptions, or (y) terminate this Agreement, whereupon neither party shall have any further rights or obligations under this Agreement except for the Surviving Obligations.

Title Commitment. Within five To the extent not previously obtained by Purchaser, Purchaser shall order (5) Business Days after the Effective Date, provided that Seller shall request from only be responsible for the costs associated with preliminary title reports) Title Reports sufficient for Purchaser to obtain a commitment issued by the Title Company a title commitment providing for the issuance at the Closing to Purchaser of an ALTA Owner’s Policy (Form 6-17-06) to insure the Real Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insuredto be conveyed hereunder, in the amount of the Property Purchase Price, showing the status with deletion of title of the Property all general or standard exceptions, with such other endorsements (“Endorsements”) as may be reasonably requested by Purchaser and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear available in the Owner’s Policy State of Oregon (the “Title Insurance, when issuedCommitments”), together with true, correct and legible copies of all items and documents (“Title Papers”) referred to thereinin the Title Reports. Within five business days after receipt Purchaser shall notify Seller in writing (“Purchaser’s Title Notice”), if at all, on or before to the expiration of the title commitment and related documents by SellerContingency Period, Seller shall convey it of any Title Defects or other objections to Purchaserany of the Title Reports, Title Commitments, Title Papers or Surveys (the “Title Evidence”). Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period of five (5) business days (“Seller’s Notice Period”) following delivery of Purchaser’s Title Notice to Seller to notify Purchaser in writing (“Seller’s Response Notice”) as to which Title Defects Seller shall cause prior to Closing to be cured and removed or insured over by the "Review Title Company. Purchaser’s Title Notice must be delivered to Seller, if at all, on or before the expiration of the Contingency Period") ending on . Any matters which are expressly disclosed by the date which is fifteen Title Evidence and are not objected to by Purchaser in Purchaser’s Title Notice shall be “Permitted Exceptions.” If Seller does not agree to cure and remove all Title Defects in a manner reasonably satisfactory to Purchaser then Purchaser may elect, by written notice to Seller and Escrowee, within five (155) business days after the date on which Purchaser receives the last expiration of Seller’s Notice Period, to (iA) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitmentterminate this Agreement, in which event the Deposit, and if applicable, the Additional Deposit, shall be refunded to notify Seller Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement), or (B) proceed to close this transaction without any objections Purchaser has deduction to any matters shown or referred to the Purchase Price, in which event the Title Commitment (“Objection Notice”)Defects that Seller does not agree to cure or remove shall be deemed to be additional Permitted Exceptions. Any exception to which If Purchaser does not object shall be considered a "Permitted Exception". In notify Seller and Escrowee within five (5) business days after the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice expiration of Seller’s intent Notice Period that Purchaser elects to eliminate or modify such unacceptable exceptions or conditions within ten proceed in accordance with subsection (10B) days following delivery of above, then Purchaser shall be deemed to have elected to terminate this Agreement, in which event the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure PeriodDeposit, and so notifies Purchaser in writing if applicable, the Additional Deposit, shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the “No Cure Notice”termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five (5) Business Days after the Effective DatePurchaser acknowledges that Seller, Seller shall request from the Title Company at Seller's sole expense, has previously caused to be furnished to Purchaser a current title commitment for the Property an owner's title insurance policy (the "Seller's Commitment") issued through Commonwealth Land Title CommitmentCompany, 000 Xxxxxx Xxxx, Suite 600, Dallas, Texas 75225 (the "Title Company"), specifying Seller as setting forth the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status state of title of the Property and listing all exceptions (includingexceptions, but not limited to, including easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens reservations and other conditions, if any, affecting the Property) Property which would appear in the an Owner’s 's Title Policy of Title Insurance, when (herein so called) if issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to creating such exceptions. In the event any exceptions appear in the Title Commitment or matters are reflected on the Survey that are unacceptable to Purchaser, then Purchaser shall, within ten (10) days after Purchaser receives the last to be received among the Commitment, in which to the copies of the instruments creating such exceptions and the Survey, notify Seller in writing of any objections each exception to which Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”)objects. Any exception exceptions to which Purchaser does not object shall be considered a as "Permitted ExceptionExceptions ". In the event Purchaser timely provides notifies Seller an Objection Noticeof unacceptable exceptions or conditions, as herein provided, Seller shall have the right, but not the obligation, at its sole cost, ten (10) days thereafter in which to eliminate or modify such unacceptable exceptions or conditions and conditions, but Seller shall give Purchaser written notice of Seller’s intent have no obligation to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)do so. In the event Seller is unable fails or unwilling chooses not to eliminate or modify such unacceptable exceptions or conditions to the reasonable satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within said ten (10) day period, then and in such event, Purchaser may within five (5) days following delivery of said ten (10) day period, terminate this Contract by written notice to the No Cure Notice Seller and the Title Company, whereupon this Contract shall, ipso facto, terminate and the Deposit shall be immediately returned to Purchaser by the Title Company and the parties hereto shall have no further obligations one to elect the other hereunder other than the indemnification obligations of Purchaser in Paragraph 5 below. In the event Purchaser fails to either terminate this Contract by giving such written notice to Seller and Title Company within the five (15) waive day time period provided, then Purchaser shall be deemed conclusively to have accepted all title exceptions set forth in the Commitment and all matters disclosed by the Survey which Seller has not cured or agreed to cure and all such Objections, orexceptions contained in the Commitment shall be included in the term "Permitted Exceptions".

Title Commitment. Within five (5) Business Days after the Effective Date3.5.1 Purchaser has received from Title Company, Seller shall request from the a Commitment for Title Company a title commitment for the Property Insurance dated January 21, 2010 (the "Seller's “Existing Title Commitment"”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing setting forth the status of title of to the Property Land and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the an Owner’s Policy of Title Insurance. Purchaser may, when issuedat its sole cost and expense, together with trueorder an update to the Existing Title Commitment (the “Title Commitment”) specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, correct and legible copies of all items and documents referred to therein. Within five business days after receipt on or before the end of the title commitment and related documents by Due Diligence Period, deliver to Seller, Seller shall convey it in writing any objections to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) matters shown in the Title Commitment; . Purchaser’s failure to timely object to any such matters shall be deemed to constitute Purchaser’s approval of same, and (ii) true, legible copies of all instruments referred such shall then become Permitted Exceptions. If Purchaser timely objects to any item set forth in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, then Seller shall have the right, but not the obligation, at its sole costto attempt to cure or cause to be cured before Closing such disapproved item. Seller shall have until 5:00 p.m. on the Cure Date to agree in writing to cure before Closing such disapproved item. If Seller elects not to cure, or fails to eliminate timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser shall, on or modify such unacceptable exceptions or conditions before the expiration of the Due Diligence Period, either (i) terminate this Agreement by delivering to Seller and shall give Purchaser Title Company a written notice of Seller’s intent termination, whereupon Title Company shall release and return the Deposit to eliminate Purchaser, or modify such unacceptable exceptions or conditions within ten (10ii) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions waive in writing its objection to the satisfaction of Purchaser within Seller's Cure Perioddisapproved items, and so notifies Purchaser in writing (the “No Cure Notice”), which shall then in that event Purchaser may elect in writing delivered become Permitted Exceptions. Purchaser’s failure to timely deliver to Seller within ten (10) days following delivery and Title Company a written notice of termination or waiver of its objection to the No Cure Notice disapproved items shall be deemed to Purchaser constitute Purchaser’s waiver of its objection to elect to either (1) waive said items and such Objections, oritems shall become Permitted Exceptions.

Title Commitment. Within five Seller has ordered (5and upon receipt shall deliver to Buyer ) Business Days after the Effective Date, Seller shall request from the Title Company a title an update of that certain commitment for the Property title insurance dated April 17, 1997 under No. ABC568975 (the NBU File No. 970954) ("Seller's Title Commitment") covering the Property from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), specifying together with copies of all exceptions to title referenced thereto. In addition, Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount has delivered to Buyer a survey of the Property Purchase Pricedated May 21, showing the status of title of the Property 1997, prepared by Fxxxxxx & Halbe Engineering Company, which survey shall be certified to Buyer and listing all exceptions Title Company (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of "Survey"). If Buyer shall fail to deliver written notice ("Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review PeriodObjection Notice") ending setting forth those title and survey matters to which Buyer objects on or before the date which is fifteen (15) business days after the date on which Purchaser receives the last its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment and the Survey (“Objection Notice”the "Title Review Period"). Any exception to which Purchaser does not object , Buyer shall be considered a "Permitted Exception"deemed to have approved the exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. In the event Purchaser timely provides Seller an Within seven (7) days after Seller's receipt of Buyer's Title Objection Notice, Seller shall inform Buyer whether the Seller shall, prior to the expiration of the Due Diligence Period, cure those title and survey matters contained in Buyer's Title Objection Notice (it being acknowledged by Buyer that Seller shall not be obligated to expend any monies or execute any affidavits or certificates in order to cure any of said title and survey matters). Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Title Review Period shall be a condition precedent to Buyer's obligation to purchase the Property (Buyer hereby agreeing that such approval shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of 5 business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the right, Closing Date Seller does not cause such exceptions to title or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligationobligation to do so), at its sole costthe obligation of Seller to sell, and Buyer to eliminate or modify such unacceptable exceptions or conditions buy, the Property as herein provided shall terminate (and Seller and Buyer shall give Purchaser written have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice of to Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which are not timely objected to eliminate or modify such unacceptable exceptions or conditions by Buyer, are herein called the "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) any title matters objected to the satisfaction of Purchaser within Seller's Cure Periodby Buyer, which objections are subsequently waived in writing by Buyer, and so notifies Purchaser in writing (the “No Cure Notice”)ii) any title matters objected to by Buyer, then in that event Purchaser may elect in writing delivered which objections are cured to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orBuyer's satisfaction.

Title Commitment. Within five fifteen (515) Business Days days after receipt of the Effective DateExercise Section 5.1 Notice, Seller Optionor shall request deliver to Optionee a Title Commitment from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of covering the Property, showing Purchaser together with copies of all documents constituting exceptions to Optionor's title as reflected in the Title Commitment. The Title Commitment shall (i) be dated not earlier than the date of the Exercise Notice, (ii) be issued by the Title Company, (iii) describe the Land (which legal description, unless modified by the survey as described hereinbelow, shall be incorporated into this Agreement and used in all closing documents contemplated hereunder), (iv) specify Optionee as the prospective named insured, in (v) show the Purchase Price as the prospective amount of the Property Purchase PriceTitle Policy, showing and (vi) show the status of title of to the Property Land and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, ) affecting the Property) Land which would appear in the Owner’s Policy of Title InsurancePolicy, if and when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only With regard to the standard printed exceptions and other exceptions commonly included in title commitments issued in the State of Texas, the exception for areas and boundaries ("Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review PeriodSurvey Exception") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to shall be endorsed in the Title Commitment, at Optionee's election and at its sole expense, to provide that the exception shall be amended at Closing to except only to "shortages in which area" upon receipt of a survey acceptable to notify Seller of any objections Purchaser has to any matters shown or referred to Title Company; the exception for restrictive covenants in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall, if there are none, be deleted, or if there shall be considered a any such restrictive covenants affecting the Land, shall include an express description by applicable recording data of those restrictive covenants affecting the Land; the exception for taxes in the Title Commitment shall be limited to taxes for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to change in land usage and endorsed ''not yet due and payable"Permitted Exception". In ; any exception in the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery Title Commitment for parties in possession of the Objection Notice Land or improvements thereon shall be deleted; and there shall be no general exception in the Title Commitment for yet to be filed materialmen's and mechanic's liens or for visible and apparent easements or roads and highways or similar items (“Seller’s Cure Period”). In the event Seller is unable or unwilling with any such exception for any such matters to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodbe specifically referenced to, and so notifies Purchaser in writing (shown on, the “No Cure Notice”Survey and also identified by applicable recording data), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five (5) Business Days days after the Effective Dateexecution of this Agreement, Seller Buyer shall request from order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Company a Insurer covering fee simple title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of to the Property, showing Purchaser as in which the prospective named insuredTitle Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the amount of the Property Purchase Price, showing the status of title of the Property and listing all Schedule B standard printed exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” extent Buyer complies with the necessary requirements to remove them such as defined herein. Purchaser shall have a period (the "Review Period"obtaining an appropriate ALTA survey) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of and all other exceptions except for (i) the Title Commitment; exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) truePermitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have attached thereto complete, legible copies of all instruments noted as exceptions therein, and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with a copy of the title commitment and attachments, and all subsequent revisions thereof, promptly upon receipt of same. Seller will provide Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. If (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are not acceptable to Buyer in Buyer’s sole discretion, or (ii) the Survey to be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or (iii) at any time prior to the Closing, title to Seller’s interests in the Property is encumbered by any exception to title other than Permitted Liens, which was not on the initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the earlier of five (5) days before the end of the Due Diligence Period or ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in which to notify Seller of any objections Purchaser has to any matters shown or referred to either case, is not identified as a Title Defect in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object , shall be considered deemed to be a "“Permitted Exception"” for purposes of this Agreement. In the event Purchaser timely provides Seller an Objection Noticeshall, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery after receipt of any such Title Notice, notify Buyer whether Seller will take the action necessary to remove the Title Defects. On or before the Closing, Seller shall provide Buyer with reasonable evidence of removal of the Objection Notice items it notifies Buyer that it will cure (the “Seller’s Cure PeriodAgreed Upon Title Defects”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything contained herein to the satisfaction of Purchaser within Seller's Cure Periodcontrary, and so notifies Purchaser in writing the following items (the “No Required Cure NoticeItems”), then in that event Purchaser may elect in writing delivered ) must be cured prior to or at Closing (with Seller within ten (10) days following delivery having the right to apply the portion of the No Cure Notice to Purchaser to elect Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (1w) waive such Objectionsall mechanics’, ormaterialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date (x) all mortgages, security deeds, and other security instruments, (y) all Taxes due and payable, and (z) all judgments against the Seller which may constitute a Lien.

Title Commitment. Within five No later than thirty (530) Business Days after days following the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in obtain the Title Commitment (“Objection Notice”). Any exception and forward a copy of same to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligationSeller, at its Seller's sole costcost and expense. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or the Removable Liens, to eliminate or modify such unacceptable exceptions or conditions and then Purchaser shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions notify Seller in writing within ten (10) days following after the delivery of the Objection Notice Title Commitment identifying with specificity the unpermitted exception. Seller shall have thirty (“Seller’s Cure Period”)30) days from the date of the delivery of the notice to have the unpermitted exceptions removed from the Title Commitment and to deliver a revised Title Commitment to Purchaser. In If Seller fails to provide Purchaser with the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to revised Title Commitment within the satisfaction of Purchaser within Seller's Cure Periodthirty (30) day period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered elect, by the delivery of written notice thereof to Seller within ten the following five (105) days following delivery of days, to (i) terminate this Agreement, in which event the No Cure Notice Deposit shall be forthwith returned to Purchaser, as its sole and exclusive remedy, and except for Purchaser's obligations under Sections 7.1 and 10.2, this Agreement shall terminate or (ii) accept title subject to the unpermitted exceptions which have not been removed from the Title Commitment. If Purchaser fails to elect make such election, Purchaser shall be deemed to either have elected to accept title in accordance with (1ii) waive such Objectionsabove. On the Closing Date, orSeller shall, at Seller's sole cost and expense, cause the Title Insurer to issue an owner's title insurance policy or prepaid commitment therefor (herein a "Title Policy") pursuant to and in accordance with the Title Commitment, insuring fee simple title to the Property in Purchaser, subject to the Permitted Title Exceptions.

Title Commitment. Within five Buyer, at Buyer’s cost, shall have the right to obtain the following: (5i) Business Days after the Effective Date, Seller shall request from the an ALTA Form B Owner's Title Company a title commitment for Insurance Commitment covering the Property (issued by a reputable title insurance company pursuant to which the "Sellertitle company agrees to issue to Buyer, at Closing, an owner's Title Commitment"), specifying Seller as the record owner policy of the Property, showing Purchaser as the prospective named insured, title insurance in the amount of the Property Purchase Pricepurchase price, showing consistent with the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) truea current boundary or ALTA/ACSM Land Title survey of the Property, legible copies showing all improvements, easements and matters referenced on the Title Insurance Commitment, certified to Buyer, its counsel, and the Title Company (the "Survey"). If Buyer shall have any objection(s) with respect to the status of all instruments referred title to the Property as reflected in the Title CommitmentCommitment and/or the Survey which render title unmarketable or which would interfere with Buyer’s intended use of the Property, in which to Buyer may notify Seller of any such objections Purchaser has to any matters shown on or referred to in before the expiration of the Inspection Period (as hereinafter defined) (the "Buyer’s Title Commitment (“Objection Notice”"). Any exception matters shown in the Commitment and Survey to which Purchaser Buyer does not object timely object, except as otherwise provided herein, shall be considered a deemed "Permitted ExceptionEncumbrances". In the event Purchaser the Commitment or the Survey reflects any defect or title condition to which Buyer timely provides Seller an Objection Noticeobjects, then Seller shall have be required to use its commercially reasonable efforts to cause all such defects and title conditions to be cured no later than the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten date which is sixty (1060) days following delivery receipt of the Buyer's Title Objection Notice (“"Seller’s 's Title Cure Period”"), it being understood that Seller shall not be obligated to institute litigation in connection with same. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions Notwithstanding anything to the satisfaction of Purchaser within contrary contained in this Contract, Buyer need not object to and Seller shall, on or before the Closing Date, remove or satisfy (1) judgments against Seller's Cure Period, and so notifies Purchaser in writing (2) other monetary liens (including any mortgages, deeds of trust, mechanic’s, materialmen’s or vendor’s liens with respect to the Property and any real estate tax liens (including improvement district and special taxing district liens) other than liens for ad valorem taxes and assessments not yet due and payable (collectively, “No Cure NoticeMonetary Liens”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery none of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orwhich shall be deemed Permitted Encumbrances.

Title Commitment. Within five Buyer acknowledges that Seller, at its sole cost and expense, has delivered to Buyer (5and Buyer has otherwise received for the Intermarket Property) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's an ALTA Standard Coverage Owner’s Policy of Title Commitment"), specifying Seller as the record owner Insurance for each of the Properties (excepting the Phase II Property, showing Purchaser as the prospective named insured, ) in the full amount of the Property Purchase Pricerespective purchase prices (collectively, showing the status of “Title Commitment”). The Title Commitment shall show all matters affecting title of to the Property and listing Properties including all exceptions (including, but not limited toexceptions, easements, restrictions, rights-rights- of-way, covenants, reservations, encumbrances, liens reservations and other conditions, if any, conditions or encumbrances affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct Properties and shall provide legible copies of all items and recorded documents referred constituting such exceptions. Prior to thereinexpiration of the Due Diligence Period (as defined below), Buyer shall provide written notice to Seller of any matter contained in the Title Commitment to which Buyer objects. Seller acknowledges that Xxxxx has provided such written objections to the Title Commitment for all Properties (but for the Intermarket Property, which Buyer shall submit to Seller within five (5) days of execution of this Agreement). Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following execution of (i) the Title Commitment; and (ii) truethis Agreement, legible copies of all instruments referred to in the Title CommitmentSeller, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costdiscretion, shall (a) use its good faith efforts to eliminate remove or modify cure any such unacceptable exceptions matter, or conditions and shall give Purchaser written notice of Seller’s intent to eliminate (b) notify Buyer that it cannot or modify will not remove such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)matter. In the event Seller is unable cannot or unwilling to eliminate or modify will not remove any such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Periodmatter, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser Buyer may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ormatter or terminate this Agreement (in which case the Xxxxxxx Money and any interest accrued thereon will be returned to Buyer). Any matters contained in the Title Commitment to which Xxxxx does not timely object or which have been waived by Buyer shall be deemed “Permitted Exceptions”.

Title Commitment. Within five ten (510) Business Days days after the Effective Date, Seller shall request from the Title Company furnish to Purchaser a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller by the terms of which Title Company, as issuing agent for Chicago Title Insurance Corporation, agrees to issue to Purchaser at Closing an owner's policy of title insurance (the record owner of the Property, showing Purchaser as the prospective named insured, "Title Policy") in the amount of the Purchase Price on the standard ALTA form used in the State of Florida, insuring Purchaser's fee simple title to the Real Property Purchase Priceto be good and marketable, showing subject to the status terms of such policy and the title exceptions. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Property Survey and listing all Commitment and ending ten (10) days thereafter. All matters shown on the Survey and exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear listed in the Owner’s Policy Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred Objection Period shall be conclusively deemed to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it be acceptable to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides objects to any title exception or Survey matter ("Title Objection"), Seller an Objection Noticemay, but shall not be obligated to, cure such Title Objection; provided, however, if Seller is able and willing to eliminate or cure such Title Objection, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give notify Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions in writing within ten five (105) days following delivery after the Title Objection Period ("Seller's Notice Period") of such facts (said notice hereinafter called "Seller's Title Notice"), in which case the elimination or curing of the Title Objection Notice shall be completed on or before the Closing Date (“Seller’s Cure Period”as defined in Section 7.1). In the event Seller does not deliver Seller's Title Notice to Purchaser within Seller's Notice Period, Purchaser is deemed to be notified that Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to cure the satisfaction of Purchaser within Title Objection. In the event Seller (i) does not deliver Seller's Cure PeriodTitle Notice, and so or (ii) notifies Purchaser in writing that Seller is unable or unwilling to cure any Title Objection, Purchaser shall be deemed to have waived the Title Objections unless, within five (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (105) days following the expiration of Seller's Notice Period, Purchaser delivers to Seller written notice terminating this Agreement. Notwithstanding anything herein to the contrary, in the event that Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not expired prior thereto, it shall expire upon expiration of the Inspection Period. As used in this Agreement, the term "Permitted Exceptions" shall mean all matters either shown on the Survey or listed in the Commitment as either exceptions or exclusions to which Purchaser does not raise a Title Objection within the Title Objection Period or, having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Section 5. 1. Notwithstanding the foregoing, Purchaser and Seller acknowledge that although Seller has no obligation to cure any title matters (whether or not the same constitute Title Objections), Seller does agree (subject to Purchaser's full performance hereunder) to deliver title to the Property at Closing free and clear of any and all liens of the deeds of trust and/or mortgages created by Seller, as reflected on the Commitment. Furthermore, Seller has no obligation to ensure that the Title Company will provide extended or comprehensive coverage or any endorsements or amendments thereto, all of which, if Purchaser elects to obtain such coverage, shall be Purchaser's responsibility and shall be at Purchaser's expense. In the event of termination of this Agreement pursuant to this Section 5.1, upon Purchaser's delivery of the No Cure Notice Documents and the Purchaser's Information, the Earnest Money shall xx xxxivered to Purchaser and thereafter neither party shall have any further rights or obligations hereunder, except for the rights and obligations arising pursuant to elect to either (1) waive such ObjectionsSections 3.3, or3.5 and 7.4.

Title Commitment. Seller shall convey fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, which expense shall not exceed fifteen thousand dollars ($15,000.00), and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which copies of all exceptions listed therein and the “Survey” (defined below), to notify deliver to Seller written notice of any Purchaser’s objections Purchaser has to any matters shown or referred to in title (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 title objections in writing and proceed to Closing (in which event such waived title objections shall be deemed to be “Permitted Encumbrances”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey, and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or conditions and shall give otherwise discharging in a manner reasonably satisfactory to Purchaser written notice (i) any Unacceptable Encumbrances that arise in connection with construction of the Improvements or otherwise from the actions or failures to act of Seller’s intent , and (ii) any mortgages, deeds of trust, deeds to eliminate secure debt, mechanics’ liens or modify such unacceptable exceptions monetary judgments that arise from the actions or conditions within ten (10) days following delivery failures to act of the Objection Notice Seller (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and (b) neither party shall have any further obligations hereunder other than the Surviving Obligations. The Title Policy to be issued to Purchaser at Closing shall contain affirmative coverage against any mechanic’s liens arising from the Seller’s construction of the No Cure Notice to Purchaser to elect to either (1) waive Improvements, and Seller shall satisfy all customary Title Company requirements for the issuance of such Objectionsaffirmative coverage, orand pay any costs associated therewith.

Title Commitment. Within five (5) Business Days after the Effective Date, Purchaser shall facilitate without cost to Seller shall request from the Title Company delivery of a title commitment for the Property from Diversified National Title Agency, 000 X. Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx XX 00000 (the "“Seller's ’s Title Commitment"”), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "“Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "“Review Period"”) ending on the date which is fifteen the sooner of ten (1510) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, Commitment in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment that, in Purchaser’s discretion, impair the marketability of title or adversely affect or limit the use of the property for its present intended use (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "“Permitted Exception"”. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions thereof within ten five (105) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's ’s Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered terminate this Contract by providing written notice to Seller within ten (10) days following delivery at any time at or prior to the expiration of the No Cure Notice Inspection Period, in which event this Contract shall terminate and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to elect timely terminate the Contract as aforesaid, Purchaser shall be deemed to either have elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1) waive such Objectionsliens of an ascertainable amount created by Seller (including any financing which encumbers the Property), orwhich liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser’s consent, and (3) non-consensual liens not exceeding $25,000 in the aggregate, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent as title insurer.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery after the Contract Date, Seller shall, at Seller’s sole cost, deliver to Purchaser a commitment (the “Title Commitment”) issued by First American Title Insurance Company, 00 X. XxXxxxx, Suite 310, Chicago, Illinois, 60603 Attn: Xxxx Xxxxxx (the “Title Company”), for an owner’s title insurance policy with respect to the Land, in the full amount of the Objection Notice Purchase Price, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment is referred to as the “Commitment Delivery Date.” During the Inspection Period, Purchaser shall negotiate an ALTA extended coverage proforma title insurance policy (including such endorsements as may be required by Purchaser) with Title Company (the “Seller’s Cure PeriodTitle Policy”). In It shall be a condition precedent to Purchaser’s obligation to proceed to Closing that, at Closing, the event Seller is unable Title Company shall issue the Title Policy (or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of have given Purchaser within Seller's Cure Period, at Closing an irrevocable and so notifies Purchaser unconditional commitment in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice form reasonably satisfactory to Purchaser to issue such Title Policy after Closing) insuring, in the full amount of the Purchase Price, Purchaser as the fee simple owner of the Land and the Improvements, subject only to the Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions or omissions of Purchaser, Purchaser may elect to either (1i) proceed to Closing and waive the failure of such Objectionscondition or (ii) terminate this Agreement by delivery of written notice to Seller on or prior to Closing, orin which event (i) the Deposit shall be returned to Purchaser, and (ii) neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a termination of this Agreement.

Title Commitment. Seller shall convey good and marketable fee simple title to the Real Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner's Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Real Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser Unacceptable Encumbrances that are voluntarily created by Seller (“Seller’s Cure PeriodVoluntary Unacceptable Encumbrances”) 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 unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Voluntary Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Within Not more than five (5) Business Days after the Effective Date, Seller shall request from the deliver to Purchaser a commitment issued by Title Company a for an owner’s extended coverage policy of title commitment for the Property insurance (the "Seller's Title “Commitment"”), specifying Seller together with copies of all documents referenced as exceptions therein. Purchaser shall also be permitted to obtain an as-built survey (the record owner “Survey”) of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have advise Seller in writing (a period “Title Objection Notice”) not later than 5:00 p.m. (Pacific Time) on December 2, 2013 (the "Review Period"“Title Objection Date”) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) trueany encumbrances, legible copies of all instruments referred to outstanding interests or title exceptions in the Title Commitment, in which to notify Seller of any objections Purchaser has to Commitment together with any matters shown or referred described on the Survey to in which Purchaser objects (the “Title Commitment (“Objection NoticeObjections”). Any exception encumbrances, outstanding interests or title exceptions which are either set forth in the Commitment or which are shown on the Survey to which Purchaser does not so object by the Title Objection Date shall, for all purposes of this Agreement, be deemed to be “Permitted Exceptions”. Seller shall have five (5) Business Days from its receipt of a Title Objection Notice to notify Purchaser in writing whether Seller commits to cause the Title Objections to be removed or insured against at Closing. If Seller does not commit to remove or provide insurance against any Title Objection, Purchaser’s sole remedy shall be to either (i) proceed with this transaction and purchase the Property, and any Title Objections that Seller has not committed to remove or insure over shall be considered Permitted Exceptions, or (ii) elect not to proceed to purchase the Property and terminate this Agreement, by giving Seller written notice of such election within five (5) Business Days after receiving Seller’s response to the Title Objection Note, in which case this Agreement shall terminate, the Deposit shall be returned to Purchaser and neither Seller nor Purchaser shall have any further obligations under this Agreement, except such obligations of the parties that expressly survive the termination of this Agreement. If Purchaser fails to give notice of its intent to terminate this Agreement in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to proceed with this transaction and purchase the Property, and any Title Objections that Seller has not committed to remove or insure over shall be considered Permitted Exceptions. Purchaser shall have three (3) Business Days following its receipt of a "Permitted Exception". In supplemental to the event Purchaser timely provides Commitment to notify Seller an Objection Noticeof its objection to any encumbrances, outstanding interests or title exceptions disclosed by such supplemental and to respond to Seller’s response thereto and Seller shall have three (3) Business Days to respond to any Title Objection Notice relating to said supplemental and the rightparties shall have the same rights and remedies as set forth above with respect to any such objections. To the extent necessary, but not the obligationClosing shall be extended to accommodate the forgoing time periods. Notwithstanding any provision of this Section 6.1, at its sole costSeller will be obligated to remove exceptions to title to the Property relating to (i) liens and security interests securing loans obtained by Seller, (ii) any other monetary liens or security interests, (iii) all taxes and assessments due and payable for or applicable to eliminate or modify such unacceptable any period prior to the Closing, and (iv) all exceptions or conditions and shall give Purchaser matters created by Seller after the effective date of this Agreement without the prior written notice consent of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orPurchaser.

Title Commitment. Within five fifteen (515) Business Days after days of the Effective Date, Seller shall request will cause to be delivered to Buyer a title commitment (“Title Commitment”) from the Title Company committing to issue to Buyer a standard coverage owners policy of title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, insurance in the amount of the Property Purchase Price, showing the status of title of the Property Price and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only listed on Schedule B to the "Permitted Exceptions,” Title Commitment as defined hereinexceptions to coverage. Purchaser shall Buyer will have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last from receipt of (i) the Title Commitment; and Commitment (ii“Title Review Period”) true, legible copies to notify Seller in writing of all instruments referred any objections (“Title Objections”) to title as revealed in the Title Commitment, in which writing will set forth the specific basis for Buyer’s objection(s). If Buyer fails to notify Seller of any Title Objections prior to the expiration of the Title Review Period, then Buyer will be deemed to be satisfied with the condition of title and to have waived all Title Objections. If Buyer does deliver written notice of its Title Objections within the Title Review Period, Buyer will be deemed to have waived any objections Purchaser has to any matters shown or referred to in on the Title Commitment and not objected to in Buyer’s notice of Title Objections. As to those Title Objections raised by Buyer during the Title Review Period, if Seller notifies Buyer that Seller for any reason in Seller’s sole and absolute discretion declines or is unable to cure or obtain insurance over the Title Objections prior to the Closing, Buyer will, at Buyer’s sole option: (“Objection Notice”)a) notify Seller in writing prior to the expiration of the Due Diligence Period that Buyer elects to terminate this Agreement, in which event this Agreement will terminate and the Exxxxxx Money Deposit will be returned to Buyer and neither Party will have any further rights, liabilities or other obligations under this Agreement, except with respect to those matters intended to survive termination; or (b) waive the Title Objections and proceed to Closing. Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In Notwithstanding the event Purchaser timely provides Seller an Objection Noticeforegoing, Seller shall have the right, but not the obligation, at its sole cost, will cause to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions be removed from title to the satisfaction Property any recorded deeds of Purchaser within Seller's Cure Periodtrust, and so notifies Purchaser in writing (the “No Cure Notice”)mechanics’ or materialmen’s liens, then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, ordelinquent tax liens or judgment liens.

Title Commitment. Within five Seller has (5i) Business Days after the Effective Date, Seller shall request from the Title Company caused to be issued and delivered to Purchaser a title commitment for (the “Title Commitment”) issued by Chicago Title Insurance Company; Attention: Xxxxx Xxxxxx (the “Title Company”), accompanied by a copy of all recorded documents affecting the Property (the "Seller's Title Commitment"), specifying Seller listed as the record owner exceptions in Schedule B of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; Commitment and (ii) truedelivered to Purchaser a copy of the existing ALTA survey for the Property prepared by ESP Associates, legible copies of all instruments referred P.A., dated November 7, 2006 (the “Survey”). At least ten (10) Business Days prior to in the Title CommitmentOutside Termination Date, in which to notify Purchaser shall furnish Seller with notice of any objections Purchaser has to any matters shown or referred to in the Title Commitment (the “Title Objection NoticeDate”); provided, however, Seller shall have no obligation to cure any such objections. Any exception Except as set forth in Section 8.3(c) below, any matters existing as of the Title Objection Date to which Purchaser does not object object, shall be considered deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title that exist as of the Outside Termination Date and which Seller has not in this Contract or in a "separate writing expressly agreed to remove, shall be deemed Permitted Exception"Exceptions. In Following the event Outside Termination Date, Purchaser timely provides shall notify Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten five (105) days following delivery of the Objection Notice (“Seller’s Cure Period”)becoming aware of any other defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions. In the event Seller is unable Any defects, encumbrances, encroachments or unwilling other objections to eliminate or modify such unacceptable exceptions or conditions title that are not Permitted Exceptions that are not timely objected to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oraccordance with this Section 8.1 shall be deemed Permitted Exceptions.

Title Commitment. Within five Seller has made available to Purchaser a title commitment, together with legible copies of all documents listed in such title commitment as exceptions to title (5) Business Days after “Title Exceptions”). Promptly following the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) order the Title Commitment; and (ii) true, legible copies . Any mortgage or other encumbrance entered into by Seller which secures the payment of all instruments money or any lien claim arising from the actions of Seller is herein referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any as a “Monetary Encumbrance”. All matters and exceptions shown or referred to in the Title Commitment (“Objection Notice”). Any exception other than Permitted Exceptions of the type described in clauses (a) through (h) of the definition of Permitted Exceptions) and not objected to which in writing by Purchaser does not object within twenty (20) Days following the Effective Date shall be considered deemed to be Permitted Exceptions which may be shown on the final title policy. Seller shall pay and discharge (or in the case of mechanics’, materialmen’s or other statutory liens, provide a "Permitted Exception"bond or other assurances in form reasonably satisfactory to Purchaser covering the payment or discharge) all Monetary Encumbrances at or before Closing so as to be deleted from the title policy to be issued at Closing pursuant to the Title Commitment. In If Purchaser delivers a written objection to any other title matter or exception within the event aforesaid twenty (20) Day period, then Seller shall, within five (5) Days thereafter, notify Purchaser timely provides in writing of which objections Seller an Objection Noticewill attempt to cure and Seller shall have twenty (20) Days from the date of receipt of Purchaser’s notice of objection in which to cure such objections and to cause the Title Commitment to be reissued or updated to reflect that such claimed defects have been cured or will be removed or insured over in the title policy in a manner satisfactory to Purchaser. Except for the Monetary Encumbrances which Seller has agreed to pay and discharge or assure the payment and discharge as provided above, Seller shall have no obligation to cure any title objection and shall have no obligation to expend any monies to cure same, and any failure to pay, discharge or cure any title objection shall not be or be deemed to be a breach of this Agreement by Seller. If Seller fails to cure all such objections that are timely made by Purchaser within the righttwenty (20) Day period referred to above, but not the obligationthen Purchaser shall be entitled, at its sole costPurchaser’s option, to eliminate either (a) proceed with the transaction and accept conveyance expressly subject to the title matter which was the subject of the objection, which shall then be deemed a “Permitted Exception”, or modify (b) terminate this Agreement by notice in writing to Seller within five (5) Days after the expiration of the twenty (20) Day period. Failure of Purchaser to give such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent termination in writing within such five (5) Day period shall be deemed an election to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of so proceed with the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions purchase, subject to the satisfaction or waiver of the other contingencies contained in this Agreement. If any exceptions to title first appear of record after the Title Commitment is issued and prior to the Closing Date, Purchaser within Seller's Cure Period, and so notifies Seller shall follow the procedures specified herein except that Purchaser in writing shall have two (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (102) days following delivery from the date it has knowledge of the No Cure Notice exception to Purchaser object, Seller shall have two (2) days to elect whether it will cure and five (5) days to either complete such cure and Purchaser shall have two (12) waive days from notice that Seller will not or cannot cure to make its election; the Closing Date shall be postponed, if necessary, to complete such Objections, orsteps.

Title Commitment. Seller shall convey insurable fee simple title to the Land and Improvements to Purchaser at Closing, subject only to the "Permitted Encumbrances" (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for each of the projects comprising the Property (collectively, the "SellerTitle Commitments") for a standard form ALTA Owner's Policy of Title Commitment"), specifying Seller as the record owner Insurance for each of the Propertyprojects comprising the Property (collectively, showing Purchaser as the prospective named insured, "Title Policies") in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property and listing all exceptions (includingTitle Company, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting insuring fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (until the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last earlier to occur of (i) the Title Commitment; and date which is three (3) days prior to the last day of the Approval Period or (ii) truethe date which is ten (10) days following its receipt of the Title Commitments, legible copies of all instruments referred exceptions listed therein and the "Surveys" (defined below), to deliver to Seller written notice of Purchaser's objections to title for each parcel described in Section 1.1(a) herein (the "Parcel") comprising a portion of the Property (individually, a "Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”Letter"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser's objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and Seller's obligation to remove all "Monetary Liens" (as defined below) by Closing. Seller shall give notify Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions in writing within ten five (105) days following delivery Seller's receipt of the a Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser's sole satisfaction (or unwilling does not timely respond to eliminate or modify any such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered to Seller within ten shall have the right for five (105) days following delivery after receipt of the No Cure Notice Seller's response to Purchaser to elect to either each Title Objection Letter (1or five (5) waive such Objections, ordays DOCVARIABLE BABC_DocID

Title Commitment. Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its sole costobjection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further obligations hereunder other than the Surviving Obligations.

Title Commitment. Within ten five (5105) Business Days after the Effective Date, Seller shall deliver request from the Title Company a the title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-of- way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions thereof within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Seller or Purchaser may elect in writing delivered terminate this Contract by providing written notice to Seller within ten (10) days following delivery the other party at any time at or prior to the expiration of the No Cure Notice Inspection Period, in which event this Contract shall terminate and the parties hereto shall have no further obligations one to the other. In the event Purchaser fails to elect timely terminate the Contract as aforesaid, Purchaser shall be deemed to either have elected to waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1) waive such Objectionsliens of an ascertainable amount created by Seller (including any financing which encumbers the Property), orwhich liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement without Purchaser’s consent, and (3) non-consensual liens not exceeding $25,000 in the aggregate, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Escrow Agent as title insurer.

Title Commitment. Within five (5a) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it good and indefeasible title to Purchaser. Seller shall deliver the Property to Purchaser title at closing Closing, subject only to the "“Permitted Exceptions,Encumbrances” (as defined hereinbelow). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have a period until December 15, 2010 to deliver to Seller written notice of Purchaser’s objections to title (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation (hereby confirmed) to eliminate remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, oras defined below), or (ii) terminate this Agreement, in which event the Xxxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. 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) are herein collectively called the “Permitted Encumbrances”.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company obtain and furnish Purchaser and its counsel a title commitment for title insurance (hereinafter referred to as the “Commitment”), with respect to the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct true and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period exceptions in such Commitment within ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which of Seller’s execution of this Agreement. The Commitment shall be dated no earlier than this Agreement and shall show title to the Property to be in Seller’s name. Purchaser receives shall approve or disapprove the last exceptions to title prior to the end of (i) the Title Commitment; and (ii) trueFeasibility Study Period. If Purchaser shall fail to give any notice of objections in writing to Seller prior to the expiration of the Feasibility Study Period, legible copies of all instruments referred Purchaser shall be deemed to have approved the exceptions to title set forth in the Title CommitmentCommitment and shall have waived any objection it may have to the exceptions to title set forth in the Commitment and described or shown on the Survey but not as to matters of title affecting the Property arising or discovered after the effective date of the Commitment not caused by Purchaser and not reflected on the Survey. If Purchaser finds any such exceptions to title set forth in the Commitment to be unacceptable, in which then Purchaser shall, prior to the expiration of the Feasibility Study Period, notify Seller in writing of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”)such fact. Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the rightmay, but shall not the obligationhave any obligation to, at its sole cost, then undertake to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser to the reasonable satisfaction of Purchaser. In the event Seller delivers written notice of Seller’s intent to Purchaser that it is unwilling or unable to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within after notice of such unacceptable items, Purchaser may, at its option, terminate this Agreement by written notice to Seller's Cure Period, or Purchaser may accept title to the Property in the condition set forth in the Commitment, with the elimination of such unacceptable matters as have been obtained, provided that in such event no adjustment shall be made to the purchase price. If Purchaser proceeds to close the purchase of the Property, then all matters shown as exceptions to Seller’s title in the Commitment (other than ones that have been objected to by Purchaser and so notifies Purchaser in writing (the “No Cure Notice”have been cured by Seller), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orshall be Permitted Exceptions.

Title Commitment. Within five (5) Business Days As soon as practicable after the Effective Date, Seller shall request from the Title Company at Seller's expense, a title commitment that Purchaser agrees is satisfactory for an ALTA Form B owner's policy of title insurance ("Commitment") issued by the Property North American Title Company (the "Seller's Title CommitmentCompany"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, Price showing marketable title in Seller. Title Company shall supply Purchaser with an endorsement updating the status of title effective date of the Property commitment and listing all exceptions disclosing any new matters of record within forty-eight (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property48) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt hours of the title commitment and related documents by SellerEffective Date. If the Commitment discloses exceptions to such title, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period , within ten (the "Review Period") ending on the date which is fifteen (1510) business days after following the date on which Purchaser receives the last Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to such exceptions. If Purchaser fails to deliver such written notice of objections to Seller within such ten (10) day period, Purchaser shall be deemed to have waived its right to object to such exceptions. If Purchaser shall so object to any such exceptions, Seller and the Title Company shall notify Purchaser within twenty (20) business days following the date of Purchaser's notice of such objections that either (i) the exceptions have been, or will be at or prior to Closing, removed from the Commitment or are or will be insured over by the Title Company pursuant to an endorsement to the Commitment; and , or (ii) true, legible copies of all instruments referred Seller has failed to in arrange to have the exceptions removed or insured over by the Title CommitmentCompany. Seller will, if title is found unmarketable, use diligent efforts to correct defect(s) in which title within the time provided therefore, but is not obligated to notify bring any suits to correct title. If Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event notify Purchaser timely provides Seller an Objection Notice, Seller shall that it has arranged to have the rightexceptions removed or insured over within said twenty (20) day period, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreither:

Title Commitment. Within five fifteen (515) Business Days days after the Effective DateDate and at least fifteen (15) days prior to Closing, Seller shall request from will furnish to Purchaser a title commitment (the “Title Commitment”) covering the Property with insurance in an amount equal to the total Purchase Price, issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to instruments (the “Title Instruments”) reflected as exceptions therein. Within five business The Title Commitment will show Seller to be owner of good and indefeasible fee simple title. Purchaser shall have fifteen (15) days (the “Review Period”) after receipt of the title commitment and related documents by SellerSurvey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, and Title Instruments in which to examine same and either accept title and survey matters as it then is (“No Objections Acceptance”) or to notify Seller in writing of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception"same. In the event Purchaser timely provides of notification to Seller an Objection Noticeof objections by Purchaser, Seller may, but shall have the rightno obligation to, but not the obligation, at its sole cost, undertake to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions objectionable items to the reasonable satisfaction of Purchaser within Seller's fifteen (15) days (the “Cure Period”) after receipt of such notice of objections. If Purchaser’s objections cannot be so cured to Purchaser’s reasonable satisfaction on or before the expiration of the Cure Period, Purchaser, at its sole and so notifies Purchaser in writing (the “No Cure Notice”)exclusive option, then in that event Purchaser may elect in writing delivered to accept title and survey matters as it then is (“Purchaser’s Title and Survey Approval”) and waive all objections to any other unpermitted exceptions by serving written notice to Seller within ten fifteen (1015) days following delivery the expiration of the No Seller’s Cure. Failure to provide Seller with written notice of Purchaser’s Title and Survey Approval within said fifteen (15) day period shall be deemed Purchaser’s election to terminate this Contract. Notwithstanding anything contained herein to the contrary, Seller shall be obligated (at its sole cost) to cause to be released and reconveyed from the Property and to remove as exceptions to title prior to the Closing, (collectively, the “Mandatory Cure Notice Items”) (i) all any security instrument securing an indebtedness of Seller encumbering the Property or any portion thereof; (ii) all monetary liens, including without limitation, tax liens, judgment liens, and mechanic’s liens, arising by, through or under Seller. If this Contract is terminated in accordance with the terms of this Section 2.02, the Xxxxxxx Money shall be promptly returned to Purchaser upon Purchaser’s written request to elect the Escrow Agent and neither party shall thereafter have any further duties, rights or obligations hereunder; except as to either (1) waive such Objections, orthose obligations hereunder that expressly survive a termination of this Contract. Any exceptions accepted by Purchaser or not timely objected to as aforesaid shall be hereafter collectively referred to as “Permitted Encumbrances”. Title to the Property shall be delivered at the Closing free and clear of all matters except the Permitted Encumbrances.

Title Commitment. Within five (5) Business Days after Buyer shall obtain, no later than the Effective Dateend of the Due Diligence Period, Seller shall request a commitment from the Title Company to issue at Closing a policy or policies of title commitment for insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the “Commitment”). Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period, the title reflected in the Preliminary Title Reports (or any updated title reports) shall be deemed approved. Seller shall have no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property (the "Seller's Title Commitment"), specifying Seller as the record owner or any condition or aspect of the Property, showing Purchaser to which Buyer may object, except as the prospective named insuredmay be agreed by Seller in writing, in the amount of its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any monetary liens voluntarily created by Seller that affect the Property Purchase Price(“Seller Liens”), showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, other than liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only for taxes or assessments to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending extent accruing on the date which is fifteen (15) business days or after the date on which Purchaser receives Closing or liens created by, or resulting from the last actions of, Buyer or any third party. Any cure that Seller has so agreed to perform or are obligated to perform shall become a condition precedent to Closing in favor of (i) Buyer and shall be cured by the Title Commitment; Closing Date. If such cure is not accomplished by the Closing Date, Buyer, as its sole and (ii) trueexclusive remedy, legible copies of all instruments referred to in the Title Commitmentmay either terminate this Agreement, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in case the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object Deposit shall be considered returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a "Permitted Exception". In the event Purchaser timely provides Seller an Objection NoticeLien at Closing, Seller Buyer shall have the rightright to instruct the Title Company, but not the obligation, at its sole costas escrow agent, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery apply a portion of the Objection Notice (“Seller’s Cure Period”). In the event Purchase Price sufficient to discharge such Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orLien at Closing.

Title Commitment. Within five No later than ten (510) Business Days after days following the Effective Date, Seller shall request deliver to Purchaser a copy its most recent previously issued title policy covering the Property. Purchaser shall order the Title Commitment, at its sole cost and expense. The title insurance policy issued pursuant to the Title Commitment shall be issuable at the minimum promulgated rate allowed by applicable state law or if there is not a minimum promulgated rate at a negotiated rate which is competitive in the applicable local market. Purchaser shall have Ten (10) days from receipt of the Commitment to notify Seller in writing of any objections to the title. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions or if Purchaser notifies Seller of any other objections to title, Seller shall have thirty (30) days from the date of delivery of the Title Commitment to Seller by Purchaser to have all unpermitted exceptions removed from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner Commitment and to provide evidence of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it such removal to Purchaser. If Seller fails to have all unpermitted exceptions removed within such thirty (30) day period, Purchaser may elect, on or before the Closing Date, to (i) terminate this Agreement, in which event the Deposit shall deliver be forthwith returned to Purchaser, or (ii) accept title subject only to those unpermitted exceptions that the Title Company has not removed with the further right with respect to each then unremoved unpermitted exception to deduct from the Purchase Price amounts secured by any unpermitted lien or encumbrance of a definite or ascertainable amount. If Purchaser fails to make such election, Purchaser shall be deemed to have elected to accept the property subject to the unpermitted exceptions. On the Closing Date, Purchaser shall, at Purchaser's sole cost and expense, cause the Title Insurer to issue an owner's title at closing insurance policy or prepaid commitment therefore (herein a "Title Policy") pursuant to and in accordance with the Title Commitment, insuring fee simple title to the Property in VAV, subject only to the "Permitted Exceptions,” Title Exceptions and such other exceptions as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and may approve pursuant to clause (ii) trueabove or be deemed to have accepted, legible copies of together with all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orendorsements required hereby.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for a standard form ALTA Owner's Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by the status of title Escrow Agent on behalf of the Property Title Company, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment (excluding preprinted exceptions) 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 Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall within five (5) days after receipt of any such update to the Title Commitment or Survey notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment, and (iii) any liens or notices of violation issued by a governmental entity which could, if not cured, become a lien against the Property (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser to elect to either (1) waive such ObjectionsPurchaser, orwithout the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, and neither party shall have any further rights or obligations hereunder other than the Surviving Obligations.

Title Commitment. Seller shall convey good and indefeasible title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five three (53) Business Days after business days following the Effective Date, Seller shall request from the Title Company order a current title commitment for with an effective date after the Property (the "Seller's Title Commitment"), specifying Seller as the record owner Effective Date of the Property, showing Purchaser as the prospective named insuredthis Agreement, in the amount of the Property Purchase PricePrice with Purchaser as the proposed insured, showing the status and true, complete and legible copies of title all documents of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear record referred to in the title commitment (the “Title Commitment”) for a Texas Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt Insurance issued by the Escrow Agent on behalf of the Title Company, in the amount of the Purchase Price, insuring good and indefeasible fee simple title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing the Property subject only to the "Permitted Exceptions,” as defined hereinEncumbrances (the “Title Policy”). Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives following its receipt of the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which copies of all documents of record listed therein and the “Survey” (defined below), to notify deliver to Seller written notice of Purchaser’s objections to survey, title and any objections Purchaser has to any matters shown or referred to in uniform commercial code searches performed on the Seller (the “Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; provided however, and notwithstanding anything to the contrary, whether or not Purchaser objects to any title or survey matters, Seller shall have the absolute obligation to remove all “Monetary Liens” (as defined below) prior to or at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and Closing. Seller shall give notify Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions in writing within ten (10) days following delivery Seller’s receipt of the Title Objection Notice 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 the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not respond to the Title Objection Letter within such ten (10) day period), then Purchaser shall have the right for fifteen (15) days after receipt of Seller’s response to the Title Objection Letter (or fifteen (15) 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 accordance with the terms of this Agreement (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below); provided, however that such election shall have no effect on Seller’s obligation to cure all Monetary Liens, or (ii) terminate this Agreement upon written notice to Seller and receive a refund of the Xxxxxxx Money, in which event neither party hereto shall have any further rights or obligations under this Agreement except for the Surviving Obligations (in the event Purchaser fails to terminate this Agreement within said 15 day period, Purchaser shall be deemed to have waived any such title objection in accordance with (i) of this sentence). Except for Monetary Liens, 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 or deemed waived) are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which were not shown in the initial Title Commitment or Survey or UCC searches and that are unacceptable to Purchaser in Purchaser’s sole and absolute discretion, Purchaser shall within fifteen (15) days after receipt of any such update to the Title Commitment or Survey or UCC searches notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Except for Monetary Liens, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, and notwithstanding anything to the contrary, Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser and the Title Company (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, tax liens, mechanics’ liens or judgments that appear on the Title Commitment (“Seller’s Cure PeriodMonetary Liens”). In the event Seller is unable unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser within (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with 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) fifteen (15) days after Purchaser’s receipt of Seller's Cure Period’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) fifteen (15) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, the Xxxxxxx Money shall be returned to Purchaser, and so notifies Purchaser in writing (neither party shall have any further rights or obligations hereunder other than the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orSurviving Obligations.

Title Commitment. Within five (5a) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it good and indefeasible title to Purchaser. Seller shall deliver the Property to Purchaser title at closing Closing, subject only to the "Permitted Exceptions,” Encumbrances (as defined hereinbelow). During the Inspection Period, Purchaser shall request and obtain from Title Company a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have a period until the end of the Inspection Period to deliver to Seller written notice of Purchaser’s objections to title (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation (hereby confirmed) to eliminate remove all Mortgages and Monetary Liens (each as defined below) by Closing, as further described in Section 4.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered shall have the right for five (5) days after receipt of Seller’s response to Seller within ten the Title Objection Letter (10or five (5) days following delivery the expiration of the No Cure Notice period within which Seller was to Purchaser to elect so respond) to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be Permitted Encumbrance), oror (ii) terminate this Agreement, in which event the Exxxxxx Money shall be delivered to Purchaser upon written notice to Seller and Escrow Agent, and neither party shall have any further obligation hereunder except for the Surviving Obligations. 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) are herein collectively called the “Permitted Encumbrances”.

Title Commitment. Within five Seller has ordered and will deliver to Buyer on or before the date that is ten (510) Business Days days after the Effective Date, Seller shall request from the Title Company a title copy of a commitment for the Property title insurance (the "Seller's Title Commitment") covering the Property from Commonwealth Land Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), specifying Seller as together with copies of all exceptions to title referenced thereto, which Title Commitment shall be reissued in the record owner name of the PropertyBuyer with a policy amount equal to the Purchase Price. In addition, showing Purchaser as the prospective named insured, in the amount Seller has delivered to Buyer a current survey of the Property Purchase Pricedated October 8, showing 1997, prepared by Xxxxxxxx-Xxxxxxx & Associates, Inc., which survey shall be recertified to Buyer, Buyer's lender (if any) and Title Company ("Survey"). If Buyer shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the status date which is ten (10) days after the later of title Buyer's receipt of the Property Title Commitment and listing all the Survey (the "Title Review Period"), Buyer shall be deemed to have approved the exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens to title shown on the Title Commitment and other conditionsthe matters disclosed on the Survey. Approval by Buyer of any additional exceptions to title or survey matters disclosed after the end of the Title Review Period, if any, affecting shall be a condition precedent to Buyer's obligation to purchase the PropertyProperty (Buyer hereby agreeing that such approval shall not be unreasonably withheld). Unless Buyer gives written notice that it disapproves any such additional exceptions to title or survey matters, stating the exceptions so disapproved, on or before the sooner to occur of five (5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of written notice thereof or the Closing Date, Buyer shall be deemed to have approved said exceptions or survey matters. If for any reason, on or before the Closing Date Seller does not cause such exceptions to title commitment or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and related documents Buyer to buy, the Property as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, Seller such condition shall convey it be deemed satisfied. All matters set forth on the Title Commitment which are not timely objected to Purchaser. Seller shall deliver to Purchaser title at closing subject only to by Buyer, are herein called the "Permitted Exceptions,” as defined herein". Purchaser The term "Permitted Exceptions" shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of additionally include (i) the Title Commitment; any title matters objected to by Buyer, which objections are subsequently waived in writing by Buyer, and (ii) trueany title matters objected to by Buyer, legible copies of all instruments referred which objections are cured to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment Buyer's satisfaction. (“Objection Notice”2). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or

Title Commitment. Within Seller shall, within five (5) Business Days business days after the Effective Date, Seller shall request obtain and deliver to Buyer a current commitment for an ALTA Owner’s Title Insurance Policy (the “Title Commitment”) from the Title Company a relating to the Property in an amount equal to the Purchase Price for the Property. The title commitment for delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to those exceptions as therein stated. Buyer shall have the Property right to have a survey (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount “Updated Survey”) of the Property Purchase Price, showing prepared at the status sole cost and expense of title Buyer and Buyer shall order such Updated Survey within three (3) days of receipt of the Property and listing all exceptions Title Commitment. Buyer shall have until five (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property5) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment Title Commitment and related documents by SellerUpdated Survey, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period if applicable (the "“Title Review Period"”) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment; and (ii) trueCommitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, legible copies of all instruments referred Buyer shall be deemed to have approved the title as shown in the Title Commitment, in which to notify Seller of any objections Purchaser has to any the title exceptions, and all matters shown on the existing survey or referred to in the Title Commitment (Updated Survey, if any, and any such exceptions or matters shall become “Objection NoticePermitted Exceptions”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser If Buyer provides timely provides Seller an Objection Noticeobjections, Seller shall have five (5) business days after receipt of Buyer’s notice (the right“Title Cure Period”) in which to elect, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser by written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Property, except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are caused by or due to the acts of Seller (the “Required Cure PeriodItems”). In the event Seller is unable to cause the Title Company to remove or unwilling insure over any Required Cure Items, Buyer’s sole remedy shall be to eliminate terminate the Agreement at which time the Title Company shall return the Xxxxxxx Money to Buyer and the parties shall have no further rights, liabilities, or modify obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to provide such unacceptable exceptions written notice of its election to proceed under either clause (A) or conditions (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the satisfaction Title Cure Period for any reason, then, within five (5) days after receipt or deemed receipt of Purchaser within Seller's Cure Period’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Title Company shall return the Xxxxxxx Money to Buyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and so notifies Purchaser in writing (any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, Buyer will be deemed to have waived the uncured objections and such uncured objections shall become “No Cure NoticePermitted Exceptions”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, or.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company has delivered or made electronically available to Purchaser a current ALTA Form B title commitment for (or such other comparable form as is customary in the state where the Property is located) (the "Seller's “Title Commitment"), specifying Seller as ”) for an owner’s title insurance policy issued by the record owner title company identified in Line 10 of the Property, showing Purchaser as Summary Statement (the prospective named insured, “Title Company”) to be in the amount of the Property Purchase Price, showing covering title to the status of title of the Property Land, Improvements and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issuedAppurtenant Rights, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt each of the documents underlying the title commitment and related documents by Seller, Seller shall convey it to Purchaserexceptions listed therein. Seller shall deliver or cause the Title Company to Purchaser title at closing subject only promptly deliver the Title Commitment and underlying documentation to the "Permitted Exceptions,” surveyor preparing the Survey (as defined hereinbelow). Purchaser shall have a period On or before the date that is three (3) days before the Approval Date (the "Review Period") ending on the date which is fifteen (15) business days after the date on which “Title Objection Date”), Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to will notify Seller of any objections Purchaser has in writing (the “Exception Notice”) as to any matters shown or referred to those title exceptions listed in the Title Commitment which it will accept (the “Objection NoticePermitted Exceptions”). Any exception If Purchaser fails to which Purchaser does not object provide Seller the Exception Notice on or before the Title Objection Date, the title exceptions listed in the Title Commitment shall be considered a "deemed to be Permitted Exception"Exceptions and Purchaser shall be deemed to have waived its right to object to such exceptions. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costuntil the sooner of (x) the Closing Date, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within (y) the date which is ten (10) days following delivery of after the Objection date Seller receives the Exception Notice (the sooner of which is hereinafter referred to as the “Title Clearance Date”) to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Commitment or to have Title Company commit to insure, at Seller’s Cure Period”). In the event Seller is unable or unwilling expense and in a form acceptable to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing its sole discretion, against any and all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in the alternative, that Seller has obtained a commitment for title indemnification or title insurance in a form acceptable to Purchaser in its sole discretion over such Unpermitted Exceptions, then, in either such case, Purchaser shall, as its sole remedy, have the option (the “No Cure NoticeTitle Election”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1i) waive terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), and receive a return of the Xxxxxxx Money, or (ii) proceed with Closing, in which case the Purchase Price shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics’ and other liens of a definite and ascertainable amount not in excess of $150,000 that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. Notwithstanding the foregoing, to the extent that an Unpermitted Exception is in the form of lien to secure a borrowing of monies by Seller, any other voluntary lien permitted by Seller as evidenced by Seller’s execution of such Objectionslien instrument or a mechanics’ lien for work directly contracted for by Seller in writing, orthen the $150,000 limitation shall not apply to such lien. If Purchaser fails to notify Seller of its Title Election by the earlier of the Closing Date or five (5) days after the Title Clearance Date, Purchaser shall be deemed to have elected to proceed with the Closing, as set forth in subclause (ii) above.

Title Commitment. Within five (5) Business Days As soon as reasonably possible after the Effective Dateopening of escrow, Seller shall request from cause a preliminary title report for an extended coverage policy ("Commitment") to be issued by the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status condition of title of to the Property and listing all Real Estate. If the Commitment or any amendment thereto discloses exceptions which are objectionable to Purchaser, Purchaser, within fifteen (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting 15) days following the Property) date on which would appear in Purchaser received the Owner’s Policy of Title Insurance, when issuedCommitment, together with true, correct and legible copies of all items and documents referred to therein. Within (if available) listed as exceptions in Schedule "B" of such Commitment or within five business (5) days after receipt of any amendment to the title commitment and related documents by SellerCommitment, shall deliver to Seller written notice of Purchaser's objections, if any, to such exceptions ("Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or objection to Seller within the applicable time period, Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller shall convey it to Purchaser. Seller shall deliver to notify Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period within five (the "Review Period") ending on the date which is fifteen (155) business days after following the date on which Purchaser receives the last of Purchaser's notice of such objections that either (ia) the Title Commitment; and (ii) trueUnpermitted Exceptions have been, legible copies of all instruments referred or will be at or prior to in Closing, removed from the Commitment or are or will be insured over by the Title CommitmentCompany pursuant to an endorsement to the Commitment and in such event, in which if reasonably required to notify allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (b) Seller of any objections Purchaser has failed to any matters shown arrange to have the Unpermitted Exceptions removed or referred to in insured over by the Title Commitment (“Objection Notice”)Company. Any exception to which Purchaser If Seller does not object shall be considered a "Permitted Exception". In the event notify Purchaser timely provides Seller an Objection Notice, Seller shall that it has arranged to have the rightUnpermitted Exceptions removed or insured over within said five (5) business day period, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oreither:

Title Commitment. Within five Buyer, at its cost and expense, shall obtain and cause a copy to be furnished to Seller of a current title commitment (5the “Title Commitment”) Business Days after the Effective Date, Seller shall request from the Title Company issued by a title commitment for the Property insurance company selected by Buyer and reasonably acceptable to Seller (the "Seller's “Title Commitment"Company”), specifying Seller as together with legible copies of all exceptions to title referenced therein. The Title Commitment shall set forth the record owner state of title to the Real Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing together with all exceptions (includingor conditions to such title, but not limited to, including all easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and all other conditions, if any, encumbrances affecting the Property) Real Property which would appear in an owner’s or leasehold title policy, if issued. The Title Commitment shall contain the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt express commitment of the Title Company to issue one or more owners’ or leasehold title commitment and related documents by Sellerpolicies (collectively, Seller shall convey it the “Title Policy”) to Purchaser. Seller shall deliver to Purchaser title at closing subject only Buyer in an amount equal to the "Permitted Exceptions,” amount of purchase price as defined herein. Purchaser shall have a period (allocated per Section 2.3 of the "Review Period") ending on Real Property insuring such title to the date which Real Property as is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to specified in the Title Commitment, in . Buyer will have twenty (20) days from the date Buyer receives the Title Commitment and Survey (as defined below) within which to cause the Title Commitment and the Survey to be examined and to notify Seller in writing of any material objections Purchaser has to any matters shown or referred to in Seller’s title reflected by the Title Commitment and the Survey (“Objection NoticeBuyer’s Objection”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have twenty (20) days from receipt of Buyer’s written objections to cure the rightmaterial defects set forth therein, but not the obligation, at its sole cost, and to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser provide Buyer with written notice of Seller’s intent action to eliminate or modify remedy such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice objection. (“Seller’s Cure PeriodResponse”). In the event If Seller is unable or unwilling to eliminate or modify does not timely cure and provide such unacceptable exceptions or conditions notice, Buyer may, within three days thereafter either (a) accept title to the satisfaction of Purchaser within Real Estate as provided, or (b) terminate the Agreement in written notice to Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered . If Buyer does not deliver to Seller written notice of termination within ten (10) days following delivery such day three day period, Buyer will be deemed to have accepted title to the Real Estate as shown in the Title Commitment without reduction of Purchase Price. At Closing, an authorized agent of the No Cure Notice Title Company shall down-date and initial the Title Commitment to Purchaser reflect the condition of title of the Real Property must be consistent with the Title Commitment as modified to elect to either (1) waive such Objections, ordelete Buyer’s objections therefrom.

Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costcost and expense, shall cause GrayRobinson, P.A., as Closing Agent and as agent for Old Republic National Insurance Company (the “Title Company”) to eliminate or modify such unacceptable exceptions or conditions issue and shall give deliver to Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery from the Effective Date, an ALTA title commitment (“Title Commitment”) in the minimum amount of $1,650,000.00 (subject to increases based upon the cost of any improvements made to the Land by Purchaser after Closing), accompanied by one copy of all documents affecting the title to the Property and which constitute exceptions to the Title Commitment. Purchaser shall give Seller written notice (the “Title Notice”) prior to Closing if Purchaser objects to any of the Objection Notice title exceptions including, without limitation, those that are revealed by the Survey or an inspection of the Premises other than the Permitted Exceptions referenced on the attached Exhibit “B” which Purchaser has agreed to accept (the “Seller’s Cure PeriodPermitted Exceptions”). In the event that Purchaser objects to any title exceptions, other than the Permitted Exceptions, Purchaser shall state in the Title Notice which exceptions to the Title Commitment are unacceptable and Seller is unable shall within five (5) days of the date of such Title Notice notify Purchaser if Seller elects to cure or unwilling not to cure the objections of the Purchaser; provided, however, that at the Closing all mortgages and any other liens that may be satisfied by the payment of money shall be satisfied of record. If Seller fails to timely notify Purchaser that Seller intends to cure the objections, Seller shall be deemed to have elected not to cure the same. All title exceptions not timely objected to by Purchaser and which are listed on Exhibit “B” shall be deemed “Permitted Exceptions.” In the event Purchaser does not waive its objections (as set forth in the Title Notice) and if Seller elects not to attempt to eliminate the matters or modify such unacceptable exceptions or conditions is unable, after diligent, good faith efforts, to remove the matters within thirty (30) days after receipt of the Title Notice, Purchaser may, at its option, and as its sole remedy (i) accept title subject to the satisfaction objections raised by Purchaser, in which event said objection(s) shall be deemed waived for all purposes, or (ii) rescind this Agreement, whereupon this Agreement shall terminate and the Deposit with interest shall be refunded to Purchaser. Purchaser shall elect one of the two options specified in the preceding sentence within five (5) business days after the earlier of the date that Purchaser within receives notice from Seller that Xxxxxx has elected not to cure the objections or the last day of the 30 day period during which Seller attempts to eliminate the objections by Purchaser. In the event that Purchaser fails to timely make such election, Purchaser shall be deemed to have elected to rescind the Agreement pursuant to option (ii) above. The Title Commitment shall be updated by the Title and Closing Agent five (5) days prior to Closing. Any title exception appearing in the updated Title Commitment, other than a prior Permitted Exception hereunder, shall be treated as a title defect and shall be subject to the making of a written Title Notice by Xxxxxxxxx after receipt of the updated Title Commitment prior to Closing. (b) Survey: Purchaser shall, at Purchaser’s expense, obtain an ALTA/ACSM or a Florida Minimum Technical Standards survey of the Property from a registered Florida land surveyor, which shall be certified to Purchaser, Seller's Cure Period, the Title Company and so notifies Purchaser in writing the Title and Closing Agent (the “No Cure NoticeSurvey”). If the Survey reflects any encroachments, then in that event closure errors, or other material, adverse survey matters, Purchaser may elect in writing delivered shall deliver written objections to Seller within ten (10) days following delivery with respect to such matters prior to Closing along with a copy of the No Cure Notice to Survey (collectively, “Survey Objections”). Timely Survey Objections delivered by Purchaser to elect to either (1shall be treated in the same manner as Title Objections hereunder in accordance with the provisions of Paragraph 9(a) waive such Objections, orabove.

Title Commitment. Within five (5) Business Days after Promptly following the Effective Date, Seller Purchaser shall request from that Escrow Agent cause the Title Company title to the Property to be examined, and, to arrange for the issuance to Purchaser of a title written commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner issuance to Purchaser of a standard form of owner’s title insurance policy for the Property. If such title examination or commitment shall disclose any liens, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easementsencumbrances, restrictions, rights-of-wayeasements or other title defects, covenantsmatters or exceptions which render title unmarketable or otherwise prohibit its continued operation as a multifamily project (the “Unacceptable Title Exceptions”), reservationsthen Seller shall undertake to remedy or eliminate any such Unacceptable Title Exceptions, encumbrancesat the sole cost and expense of Seller, liens and other conditions, if any, affecting the Propertyin a manner reasonably satisfactory to Purchaser; provided that Purchaser shall have given Seller written notice of any such Unacceptable Title Exceptions within fifteen (15) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business calendar days after following its receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review “Title Examination Period"”) ending which shall remain subject to a title continuation for new matters reflected on any title update as of the date which is fifteen (15) business days after of closing. Notwithstanding the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Noticeforegoing, Seller shall have the right, but not the obligation, at its sole costcost and expense, to discharge any and all liens, mortgages, or assessments otherwise affecting the Property or its ability to convey the Property and such shall not be considered Unacceptable Title Exceptions hereunder. If Purchaser shall not deliver the title commitment to Seller of any Unacceptable Title Exceptions prior to 6:00 p.m. Eastern Time on the last day of the Title Examination Period, then Purchaser shall be deemed to have waived any objections to the condition of the title to the Property for purposes of this Agreement. If Seller shall be unable to remedy or eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice the Unacceptable Title Exceptions prior to the scheduled Closing, then at Purchaser's sole election, within fifteen (15) days of receipt of Seller’s intent notice of its inability to eliminate or modify such unacceptable exceptions or conditions within ten (10remedy the Unacceptable Title Exceptions, Purchaser shall have the right to i) days following delivery terminate this Agreement and Escrow Agent shall promptly refund to Purchaser the full amount of the Objection Notice (“Seller’s Cure Period”). In Deposit, ii) extend the event Closing by such reasonable amount of time reasonably necessary to allow Seller is unable to remedy or unwilling eliminate the Unacceptable Title Exceptions, or iii) the parties shall proceed to eliminate or modify such unacceptable exceptions or conditions Closing pursuant to the satisfaction terms of this Agreement in accordance with and subject to the terms and conditions hereof, without an abatement in the Purchase Price for the Property. The failure of Seller to respond in writing to any notice of Purchaser setting forth any Unacceptable Title Exceptions within Seller's Cure Period, and so notifies Purchaser in writing four (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered 4) business days of its receipt thereof shall be deemed to be an election by Seller within ten (10) days following delivery of the No Cure Notice to Purchaser undertake to elect to either (1) waive remedy or eliminate such Objections, orUnacceptable Title Exceptions.

Title Commitment. Within five ten (5) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (1510) business days after the date on which Purchaser receives the last of (i) Effective Date hereof, Purchaser, at its expense, shall cause the Title Commitment; Company to issue and (ii) true, legible copies of all instruments referred deliver to in the Title Commitment, in which to notify Purchaser and Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment and copy of the Title Documents. If the Title Commitment discloses exceptions other than the Permitted Exceptions (“Objection Notice”"Unpermitted Exceptions"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall agrees to use good faith efforts to have any such Unpermitted Exceptions removed from the rightTitle Commitment by the Title Company at or prior to Closing. Seller, but not in its discretion, may adjourn the obligation, at its sole cost, Closing for up to sixty (60) days in order to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)Unpermitted Exceptions. In the event Seller is unable or unwilling to eliminate the Unpermitted Exceptions on or modify before such unacceptable exceptions or conditions adjourned Closing Date, Purchaser shall elect (i) to terminate this Contract by notice given to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (which event the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice Xxxxxxx Money shall be returned to Purchaser as Purchaser's sole remedy hereunder and Purchaser and Seller shall have no further obligations to elect each other hereunder except as otherwise provided in Sections 3.04 and 3.05 of this Contract, or (ii) to either (1) waive accept title subject to such ObjectionsUnpermitted Exceptions and receive no credit against or reduction in the Purchase Price. Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment, orexcept that Seller shall pay or discharge any and all liens and encumbrances which can be satisfied by payment of a liquidated amount and are not created by or resulting from the acts of Purchaser.

Title Commitment. Within five Survey, and Title Policy Insurance. The parties agree to use First American Title Insurance Company, located at 000 XX Xxxxxx Xx., Xxxxx 000, Xxxxxxxx, XX 00000 (5the “Title Company”) Business Days after as the title company for the transaction contemplated herein. (a) Prior to the Effective DateDate hereof, Seller Purchaser shall request have obtained a commitment for title insurance (the “Title Commitment”) from the Title Company a Company, committing to insure title commitment for to the Willbridge Facility Real Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing and setting forth the status of title of the Property and listing showing all exceptions (includingliens, but not limited toclaims, easements, restrictionsencumbrances, rights-of-way, covenants, reservations, encumbrancesrestrictions, liens and other conditionsmatters of record, if any, affecting the Willbridge Facility Real Property, together with copies of all instruments of record referred to therein. (b) If Purchaser so desires, Purchaser may, at its sole cost and expense, cause a ground survey of the Willbridge Facility Real Property (the “Survey”) to be performed and completed. If Purchaser chooses to obtain a Survey, Purchaser shall provide Seller with copies of the Survey within five (5) business days of Purchaser’s receipt thereof. (c) Seller shall have no obligation to cure any title defects or remove any title exceptions related to matters reflected on the Title Commitment except to the extent such defects or exceptions are not Permitted Liens, in which would appear in case Seller shall remove or cure all of such defects or matters on or before Closing. (d) On or prior to the Closing Date, Purchaser shall obtain from the Title Company an ALTA Owner’s Policy of Title Insurance, when issued, together with true, correct extended coverage if Purchaser has obtained and legible copies of all items and documents referred provided the Title Company with a Survey suitable to therein. Within five business days after receipt satisfy the Title Company that such coverage may be issued with a liability value equal to the amount of the Purchase Price, and insuring marketable fee simple title commitment and related documents by Sellerto (or valid easement or leasehold interest in, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing as applicable) the Willbridge Facility Real Property, subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment Liens (“Objection NoticeTitle Policy”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orARTICLE 3

Title Commitment. Within five Seller shall furnish to Purchaser, within twenty (520) Business Days after days from the Effective Datebeginning of the Inspection Period, a current Title Commitment ("Title Commitment") from the Escrow Agent. Purchaser shall have twenty (20) days from the date of receipt of such Title Commitment to state any objections to title. Exceptions shown on the Title Commitment not objected to by Purchaser by delivery of written notification to Seller within twenty (20) days from the receipt of the Title Commitment, shall be deemed to be acceptable to Purchaser as if specified herein. The foregoing accepted exceptions are collectively referred to herein as the "Permitted Exceptions". Upon receipt of written notice of Purchaser's objections, Seller shall request have a reasonable time, not to exceed thirty (30) days from the Title Company date of receipt of such written notice, in which to remedy or remove such exception(s) objected to by Purchaser. If Seller is unable or unwilling to remove or remedy any survey matter or title exceptions objected to by Purchaser within thirty (30) days from the date of written notice of such Purchaser's objections, then each of Purchaser and Seller shall have the right to terminate this Contract, unless Purchaser elects to waive any such objections and notifies Seller thirty (30) days before the date of closing (hereinafter defined) that (a) such title objections are now Permitted Exceptions and (b) of Purchaser's intentions to close the transaction contemplated herein. If the Contract is canceled in accordance with this provision, the Purchaser shall be entitled to a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner refund of the Property, showing Xxxxxxx Money and neither Seller nor Purchaser as shall have any other liability to the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to thereinother. Within five business days after receipt of the title commitment and related documents by Seller, The Seller shall convey it the Property to Purchaser. Seller shall deliver to the Purchaser title at closing subject only to the "Permitted Exceptions,” . It is specifically understood, however, that no deed of trust lien, mortgage, security interest, mechanic's and materialman's lien, or other lien or security interest securing the payment of money, as defined herein. Purchaser shall have a period (the "Review Period") ending may be shown on the date which is fifteen (15) business days after the date on which Purchaser receives the last Schedule C of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered deemed a "Permitted Exception"" whether or not objected to by Purchaser; and Seller agrees to cause to be released of record at closing all such monetary liens. In Seller further warrants that the event Purchaser timely provides Property is presently occupied solely by Seller or an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice affiliate of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”)that at closing there will be no tenants-in-possession, then in that event Purchaser may elect in writing delivered to or parties-in-possession, other than Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, oras herein permitted.

Title Commitment. Within Buyer shall promptly, but in no event more than five (5) Business Days business days after the Effective Date, order a commitment for the issuance of an owner’s title insurance policy (the “Commitment”) issued by Kansas Secured Title, or another title company agreed upon by Xxxxx and Seller shall request from (the “Title Company”), wherein the Title Company a title commitment agrees to insure, for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the full amount of the Purchase Price allocated to the Real Property Purchase Price, showing the status of title or such other amount designated by Buyer. Upon receipt of the Commitment, Buyer shall provide a true, correct, and complete copy of the Commitment to Seller. The Commitment shall provide for the issuance of a standard owner’s title insurance policy to Buyer showing good and marketable title to the Real Property in Seller free from all liens and listing all Claims except Permitted Exceptions, standard exceptions (contained in the Commitment, and mortgages and security interests of record which shall be released at the time of Closing. Buyer is responsible for the cost of the Commitment, including, but not limited towithout limitation, easementsall search fees, restrictionsand updates, rights-of-waythe policy premium and any endorsements requested by Buyer. Xxxxx agrees to notify Seller, covenantsin writing, reservations, encumbrances, liens within ten (10) business days after receiving the Commitment and other conditionsall related title documents of objections, if any, affecting to the Propertytitle to the Real Property (“Title Objections”). If Buyer receives any updates to the Commitment before Closing, Buyer shall have five (5) which would appear in the Owner’s Policy business days following receipt of Title Insurance, when issued, together with true, correct such update and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which reference therein to notify Seller of Buyer’s Title Objections shown on any objections Purchaser has to such update which were not disclosed or apparent on the previously delivered Commitment. If any matters shown or referred to in the valid Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser Objections are timely provides Seller an Objection Noticegiven, Seller shall have until Closing, or such additional time as is agreed upon by Xxxxx, within which to cure the rightsame, but and have a revised Commitment issued and delivered to Buyer. Xxxxx acknowledges that certain mortgages and security interests may appear of record which Seller shall satisfy and remove at Closing. If any Title Objections are not cured within the obligationtime provided, Buyer shall the right to either waive such uncured Title Objections at its sole costor prior to Closing and accept the Real Property with such title as Seller may provide without reduction in the Purchase Price and to close the Transactions in accordance with the terms of this Agreement, or, alternatively, the right to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”)terminate this Agreement. In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orresponsible for any title curative actions.

Title Commitment. Within five (5a) Business Days after the Effective Date, Seller shall request from the Title Company a title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it good and indefeasible title to Purchaser. Seller shall deliver the Property to Purchaser title at closing Closing, subject only to the "“Permitted Exceptions,Encumbrances” (as defined hereinbelow). During the Inspection Period, Purchaser shall request and obtain from Xxxxxxx Title Guaranty Company (“Title Company”) a commitment for a standard Owner's Policy of Title Insurance issued by Title Company (the “Title Commitment”), insuring good and indefeasible fee simple title to the Land, together with copies of all exceptions listed therein. Purchaser shall have a period (the "Review Period") ending on until the date which is fifteen seven (157) business days after prior to Closing to deliver to Seller written notice of Purchaser’s objections to title (the date on which Purchaser receives the last of (i) the “Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation (hereby confirmed) to eliminate remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 3.1.3(b) below, whether or modify such unacceptable exceptions or conditions not Purchaser objects thereto. Seller shall notify Purchaser in writing within ten two (102) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”Title Objection Letter), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of shall have the No Cure Notice to Purchaser to elect right to either (1i) waive any such Objectionstitle objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, oras defined below), or (ii) terminate this Agreement upon written notice to Seller, in which event neither party shall have any further obligation hereunder except for the Surviving Obligations. 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) are herein collectively called the “Permitted Encumbrances”.

Title Commitment. Within five ten (510) Business Days business days after the Effective Date, Date of Agreement Seller shall request from the Title Company deliver to Purchaser a current Texas form title commitment for (or such other comparable form as may be reasonably acceptable to Purchaser and customary in the state where the Property is located) (the "Seller's Title Commitment"), specifying Seller as ) for an owner's title insurance policy issued by the record owner title company identified in Line 10 of the Property, showing Purchaser as Summary Statement (the prospective named insured, "Title Company") in the amount of the Property Purchase Price, showing covering title to the status of title of the Property Land, Improvements and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issuedAppurtenant Rights, together with true, correct and legible copies of all items and each of the documents referred to underlying the title exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period (the "Review Period") ending on On or before the date which is fifteen five (155) business days after the date on which Purchaser receives the last Purchaser's receipt of (i) the Title Commitment; and Commitment (ii) true"Title Objection Date"), legible copies of all instruments referred to in the Title Commitment, in which to Purchaser will notify Seller of any objections Purchaser has in writing as to any matters shown or referred to those title exceptions listed in the Title Commitment which it will accept as Permitted Exceptions (“Objection the "Exception Notice”"). Any exception If Purchaser fails to which Purchaser does not object provide Seller the Exception Notice on or before the Title Objection Date, the title exceptions listed in the Title Commitment shall be considered a "deemed to be Permitted Exception"Exceptions and Purchaser shall be deemed to have waived its right to object to such exceptions. In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costuntil the sooner of (x) the Closing Date, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within (y) the date which is ten (10) days following delivery of after the Objection date Seller receives the Exception Notice (“Seller’s Cure Period”). In the event Seller sooner of which is unable hereinafter referred to as the "Title Clearance Date") to have all title exceptions other than Permitted Exceptions (collectively, the "Unpermitted Exceptions") removed from the Title Commitment or unwilling to eliminate or modify such unacceptable exceptions or conditions have Title Company commit to the satisfaction of Purchaser within insure, at Seller's Cure Periodexpense, against any and so notifies all loss or damage that may be occasioned by any such Unpermitted Exceptions. If Seller fails on or before the Title Clearance Date to reasonably demonstrate to Purchaser that the Unpermitted Exceptions have been removed, or in writing the alternative, that Seller has obtained a commitment for title indemnification or title insurance over such Unpermitted Exceptions in form reasonably acceptable to Purchaser, then, in either such case, Purchaser shall, as its sole remedy, have the option (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10"Title Election") days following delivery of the No Cure Notice to Purchaser to elect to either (i) terminate this Agreement, whereupon the parties hereto shall have no further obligations hereunder (except for obligations which are expressly intended to survive the termination of this Agreement), and receive a return of the Earnest Money, or (ii) proceed with Closing, in which event the Purcxxxx Xxice shall be reduced by an amount equal to the aggregate amount of all tax, judgment, mechanics' and lender's liens of a definite and ascertainable amount that constitute Unpermitted Exceptions and Purchaser shall be deemed to have waived any objection to any other Unpermitted Exceptions. If Purchaser fails to notify Seller of its Title Election within five (5) days after the Title Clearance Date, Purchaser shall be deemed to have elected to proceed with the Closing, as set forth in subclause (ii) above. The provisions of this Section 6 shall survive the termination of this Agreement. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller recently refinanced the Property and in connection therewith provided a title insurance policy (number 00908922) dated April 15, 2002 and hand marked May 1, 2002 from the Title Company to its lender, National City Bank, a copy of which has been provided to Purchaser (the "Existing Lender's Title") waive and that all exceptions from coverage other than the loan insured thereby listed in such ObjectionsExisting Lender's Title shall constitute Permitted Exceptions for purposes of this Agreement. In addition, oranything contained in this Agreement to the contrary, the Purchaser shall be responsible for the cost of any title insurance premium in excess of title insurance coverage of $6,600,000.

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property”) which would appear in the for an ALTA Owner’s Policy of Title InsuranceInsurance (the “Title Policy”), when issuedissued by Xxxx Xxxxxxxx, P.A. (the “Title Agent”) on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole costto cure Purchaser’s objections to title; subject, however, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent obligation to eliminate or modify such unacceptable exceptions or conditions remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within ten five (105) days following delivery Seller’s receipt of the Title Objection Notice (“Seller’s Cure Period”)Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller is unable does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or unwilling to eliminate or modify such unacceptable exceptions or conditions does not timely respond to the satisfaction Title Objection Letter), then Purchaser shall have the right for five (5) days after receipt of Purchaser Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the period within Seller's Cure Period, and which Seller was to so notifies Purchaser 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 upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “No Cure NoticeUnacceptable Encumbrances”)) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, then in its reasonable discretion such that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orUnacceptable Encumbrances

Title Commitment. Within five Seller, at Seller’s sole expense, shall obtain a commitment (5the “Title Commitment”) Business Days after for title insurance issued by Kenzley Title Company (the Effective Date“Title Company”), Seller shall request from showing merchantable title to the Real Estate in Seller, committing the Title Company a to issue an ALTA Owner's Policy of Title Insurance with extended coverage over the standard or general exceptions to title commitment for the Property (the "Seller's Title Commitment"), specifying Seller as the record owner of the Property, showing Purchaser as the prospective named insured, in the amount of the Property Purchase Price, showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the “Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt ”) for the amount of the title commitment Purchase Price or such other amount as Purchaser and related documents by Sellerthe Title Company may agree. Buyer shall, Seller shall convey it at Buyer’s expense, procure an ALTA survey and cause the same to Purchaserbe certified to the Title Company. Seller shall deliver provide the Title Commitment to Purchaser title at closing subject only to or Purchaser’s attorney within twenty (20) days of the "Permitted Exceptions,” as defined hereinexecution of this Agreement. Purchaser shall have a period Within ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in receiving the Title Commitment, in which to notify Purchaser shall provide Seller with written notice of any objections Purchaser has to any matters shown or referred to in the form and/or contents of the Title Commitment (the “Objection Notice”). Any exception to which If Purchaser does not object provide Seller with the Objection Notice in a timely manner, the Title Commitment shall be considered deemed accepted by Purchaser. Further, matters not objected to by Purchaser in the Objection Notice with respect to the Title Commitment shall be deemed acceptable to Purchaser and shall be a "Permitted Permissible Exception". In Notwithstanding the event Purchaser timely provides foregoing, Seller an shall be obligated to discharge and satisfy, at or prior to Closing and without the need for such items to be included in any Objection Notice, any liens, mortgages, mechanic or materialmen liens, judgment liens or any other liens evidencing monetary encumbrances against the Real Estate, which (i) are judgment, income tax, mechanic’s or materialmen’s liens held by persons claiming through or under Seller, (ii) are liens for delinquent real estate taxes, or (iii) were voluntarily granted by Seller shall have as security for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the rightTitle Commitment (collectively, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of “Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery of Monetary Encumbrances”). If Purchaser provides Seller with the Objection Notice (“Seller’s Cure Period”). In in a timely manner, the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, and so notifies Purchaser in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within ten (10) days following delivery of the No Cure Notice to Purchaser to elect to either (1) waive such Objections, orprocedure shall be utilized:

Title Commitment. Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five fifteen (515) Business Days after days following the Effective Date, Seller shall request from the Title Company obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for the Property (the "Seller's “Title Commitment"), specifying Seller as ”) for an ALTA Owner’s Policy of Title Insurance (the record owner of the Property, showing Purchaser as the prospective named insured, “Title Policy”) in the amount of the Property Purchase Price, showing issued by Xxxxxxxxx Xxxxx Xxxxxxxxx, P.A., Attn. D. Xxxxx Xxxxx, 000 X. Xxxxxxxx Street, Suite 600, Orlando, FL 32801 (the status of “ Title Company”) as agent for First American Title Insurance Company (“First American”), a national title of the Property underwriter, insuring good and listing all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting marketable fee simple title to the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to exceptions listed therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser title at closing subject only to the "Permitted Exceptions,” as defined herein. Purchaser shall have a period ten (the "Review Period"10) ending on the date which is fifteen (15) business days after the date on which Purchaser receives the last following its receipt of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred exceptions listed therein and the “Survey” (defined below), to in deliver to Seller written notice of Purchaser’s objections to title (the “Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection NoticeLetter”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at 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 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 the Title Objection Letter to Purchaser’s sole satisfaction (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, or (ii) terminate this Agreement upon written notice to Seller and receive an immediate refund of the Xxxxxxx Money, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, in which event neither party hereto shall have any further obligations under this Agreement except for the Surviving Obligations. 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), exclusive of preprinted exceptions, are herein collectively called the “Permitted Encumbrances”. In the event that any update to the Title Commitment or Survey, including any update to the Title Commitment or Survey following “Substantial Completion of the Work” and/or “Completion of the Work” (as defined in Section 5.7 below), indicates the existence of any liens, encumbrances or other defects or exceptions (the “ Unacceptable Encumbrances”) which are not shown in the initial Title Commitment or Survey and that are unacceptable to Purchaser, in its sole costdiscretion, Purchaser shall, within five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify such unacceptable exceptions or conditions and shall give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions or conditions within ten (10) days following delivery any of the Objection Notice Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (“i) any Unacceptable Encumbrances that arise by, through or under Seller’s Cure Period, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) 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 unable, unwilling or unwilling for any reason fails to eliminate or modify such unacceptable exceptions or conditions all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser within Seller's Cure Period(other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), and so notifies Purchaser may terminate this Agreement by delivering notice thereof in writing (the “No Cure Notice”), then in that event Purchaser may elect in writing delivered to Seller within 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 following delivery after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the No Cure Notice immediately preceding sentence, (a) the Xxxxxxx Money shall be returned to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to elect to either receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement, and (1c) waive such Objections, orneither party shall have any further obligations hereunder other than the Surviving Obligations.