Common use of Title Commitment Clause in Contracts

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:

Title Commitment. Sellers No later than twenty (20) Business Days following the execution of this Agreement, Seller shall, within three at its own cost and expense, provide Buyer with (3i) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to recent survey of the Real Property Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the "Commitment"“Surveys”), (ii) with respect a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to each Property, 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] and Seller (the “Title Objection DateCompany”) to examine same covering the Real Estate owned by Seller or any of the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and to notify Sellers in writing (iii) copies of its objections all documents referenced as exceptions to title (all items so objected to being hereinafter referred to as in the "Objectionable Items")Title Commitment. All matters affecting title to the Property as of the date of the applicable Commitment, 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 Seller shall not be obligated toto furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (a “Title Policy”), cure and it shall not be a requirement of or remove same; howevercondition to the Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, Sellers agree to consult with including any endorsement regarding restrictive covenants. All costs of any 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 Policies obtained by Buyer shall be borne by Buyer. Any provision of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers shallat Closing Seller shall quitclaim all of Seller’s right, prior title and interest in and to the Gathering System without any representations or warranties, express or implied. Seller shall use its commercially reasonable efforts to deliver, or cause to be delivered, to any applicable ClosingTitle Company such surveys, cure any monetary liens and certificates, acknowledgements or 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 documents as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if reasonably required by such Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance Company in the amount of the Purchase Price order for such Property in favor Title Company to issue Title Policies free of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five any and all Liens (5other than Permitted Encumbrances) days after Sellers’ receipt of 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:issue customary title endorsements.

Title Commitment. Sellers shallWithin ten five (105) Business Days after the Effective Date, within three Seller shall deliver request from the Title Company a the title commitment for the Property (3the "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 Effective Datedate on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, deliver 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 cause referred to in the Title Insurer Commitment (“Objection Notice”). Any exception to deliverwhich Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, a title commitment Seller shall have the right, but not the obligation, at its sole cost, to insure fee title eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions 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 Real Property (satisfaction of Purchaser within Seller's Cure Period, then in that event Seller or Purchaser may terminate this Contract by providing written notice to Seller the "Commitment") with respect other party at any time at or prior to each Propertythe expiration of the Inspection Period, together with a legible copy of each instrument that is listed as an exception in which event this Contract shall terminate and the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer parties hereto 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 "Objectionable Items"). All matters affecting title no further obligations one to the Property other. In the event Purchaser fails to timely terminate the Contract as of the date of the applicable Commitmentaforesaid, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and Purchaser shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of have elected to waive any Objectionable Itemssuch unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, 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 except for (1) liens of an ascertainable amount created by Seller (including any financing which encumbers the Property), which liens Seller shall cause to be released at the Closing 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 set 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or affirmatively insured over by Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of Buyer's notice of Objectionable Itemsthe Escrow Agent, as title insurer, (2) any exceptions or encumbrances to title which Objectionable Items Sellers and/or Title Insurer are willing 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 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 affirmatively insured over by the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, Escrow Agent as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:title insurer.

Title Commitment. Sellers Seller shall, within three five (35) business days after the Effective Date, obtain and deliver or cause to Buyer a current commitment for an ALTA Owner’s Title Insurer Insurance Policy (the “Title Commitment”) from the Title Company relating to deliver, a the Property in an amount equal to the Purchase Price for the Property. The title commitment delivered hereunder shall be conclusive evidence of good and marketable title as therein shown, subject only to insure fee title those exceptions as therein stated. Buyer shall have the right to the Real Property have a survey (the "“Updated Survey”) of the Property prepared at the sole cost and expense of Buyer and Buyer shall order such Updated Survey within three (3) days of receipt of the Title Commitment") with respect to each Property, 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 five (5) business days after receipt of the Tranche 1 Approval Date [or Tranche 2 Approval DateTitle Commitment and Updated Survey, as applicable] if applicable (the “Title Objection DateReview Period”) to examine same and give Seller a detailed notice objecting to notify Sellers any exception or condition contained in writing the Title Commitment or the Updated Survey. If Buyer does not give notice of its any objections to title (all items so objected to being hereinafter referred to as Seller within the "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable CommitmentTitle Review Period, 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 Itemshave approved the title as shown in the Title Commitment, Sellers maythe title exceptions, but shall not be obligated to, cure and all matters shown on the existing survey or remove same; however, Sellers agree to consult with Title Insurer in order to determine which Objectionable Itemsthe Updated Survey, if any, Title Insurer is willing to removeand any such exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, all with no action required on the part Seller shall have five (5) business days after receipt 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 Buyer’s notice (the “Monetary ExceptionsTitle Cure Period”) in which to elect, by written notice to 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 Items”). If Sellers and/or In the event Seller is unable to cause the Title Insurer does cure Company to remove or remove all such Objectionable insure over any Required Cure Items, Buyer’s sole remedy shall be to terminate the Agreement at which time the Title Company shall return the ▇▇▇▇▇▇▇ Money to Buyer and the parties shall have no further right to terminate rights, liabilities, or obligations under this Agreement pursuant (other than those that expressly survive termination). In the event that Seller fails to this Article except with respect provide such written notice of its election to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items proceed under either clause (A) or (B) above, Seller 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 in favor 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 Period for any reason, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyerthen, within five (5) days after Sellers’ receipt or deemed receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Seller’s 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable ItemsNotice, Buyer shall, as its sole and exclusive remedy 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 ▇▇▇▇▇▇▇ 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 such eventthe Title Commitment, make an election in writing ("Buyer's Election")the title exception documents, within five (5) days after receipt by Buyer of Sellers’ Election (the existing survey or the expiration of the time period for Sellers to make Sellers’ Election Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller fails to send does not timely receive notice of Seller's Election) either:Buyer’s election to terminate under this Section, Buyer will be deemed to have waived the uncured objections and such uncured objections shall become “Permitted Exceptions”.

Title Commitment. Sellers shallSeller shall furnish to Purchaser, within three twenty (320) business days after from the Effective Date, deliver or cause Title Insurer to deliverbeginning of the Inspection Period, a title commitment to insure fee title to the Real Property current Title Commitment (the "Title Commitment") with respect to each Property, together with a legible copy of each instrument that is listed as an exception in from the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereofEscrow Agent. Buyer Purchaser shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] twenty (the “Title Objection Date”20) 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 "Objectionable Items"). All matters affecting title to the Property as of days from the date of receipt of such Title Commitment to state any objections to title. Exceptions shown on the applicable Commitment, except those specifically and timely Title Commitment not objected to by Buyer in accordance with this SectionPurchaser by delivery of written notification to Seller within twenty (20) days from the receipt of the Title Commitment, shall be deemed approved by Buyer and 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." If Buyer timely notifies Sellers ". Upon receipt of any Objectionable Itemswritten notice of Purchaser's objections, Sellers maySeller shall have a reasonable time, but shall not be obligated toto exceed thirty (30) days from the date of receipt of such written notice, cure in which to remedy or remove same; however, Sellers agree such exception(s) objected 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”)by Purchaser. If Sellers and/or Title Insurer does cure Seller is unable or unwilling to remove all or remedy any survey matter or title exceptions objected to by Purchaser within thirty (30) days from the date of written notice of such Objectionable ItemsPurchaser's objections, Buyer then each of Purchaser and Seller shall have no further the right to terminate this Agreement pursuant Contract, unless Purchaser elects to this Article except with respect 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 subsequent matters affecting title and survey as set forth in Section 5.3 close the transaction contemplated herein. Such Objectionable Items If the Contract is canceled in accordance with this provision, the Purchaser shall be entitled to a refund of the ▇▇▇▇▇▇▇ Money and neither Seller nor Purchaser shall have any other liability to the other. The Seller shall convey the Property to the Purchaser 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 may be shown on Schedule C of the Title Commitment, shall be deemed cured a "Permitted Exception" whether or removed if Title Insurer issues a revised Commitment not objected to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, 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 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")Purchaser; and if no Seller agrees to cause to be released of record at closing all such notice monetary liens. Seller further warrants that the Property is given within such time period, Sellers shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling presently occupied solely by Seller or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice affiliate of Seller's Election) either:, and that at closing there will be no tenants-in-possession, or parties-in-possession, other than Seller as herein permitted.

Title Commitment. Sellers shall(a) Purchaser has requested the Title Company to furnish to Purchaser and Seller a preliminary report (the “Commitment”) for an owner’s policy of title insurance in ALTA form, within three together with legible copies of all documents referenced as exceptions therein (3the “Title Documents”). (b) business Purchaser shall have until 3:00 p.m. Pacific Standard Time on the date ten (10) days after the Effective Date, deliver Date to object in writing to any exceptions or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, together with a legible copy of each instrument that is listed as an exception in matters shown on or disclosed by the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have until Title Documents or the Tranche 1 Approval Date [or Tranche 2 Approval DateSurvey (individually, as applicable] (a “Title Objection” and collectively, the “Title Objection DateObjections”) 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 "Objectionable Items"). All Unless Purchaser shall timely object to any exceptions or matters affecting title to shown on or disclosed by the Property as of the date of the applicable Commitment, except those specifically the Title Documents, or the Survey, all such exceptions and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and matters shall be deemed to be "constitute additional Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items. Seller may elect (but, Sellers maysubject to Section 6.2(c), but shall not be obligated toobligated) to remove or cause to be removed, cure or remove same; howeverinsured over, Sellers agree at Seller’s expense, any Title Objections, and shall be entitled to consult with Title Insurer in order a reasonable adjournment of the Closing (not to determine exceed thirty (30) days) for the purpose of such removal, 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 set forth in Section 5.3 herein. Such Objectionable Items removal shall be deemed cured effected by the issuance of title insurance, in form and substance acceptable to Purchaser, eliminating or removed if Title Insurer issues a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in insuring against the amount effect of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title InsurerObjections. Sellers Seller shall notify Buyer, Purchaser in writing within five (5) days Business Days after Sellers’ receipt of Buyer's Purchaser’s notice of Objectionable ItemsTitle Objections whether Seller elects to remove or attempt to obtain title insurance endorsing over the same. If Seller fails to provide such notice, 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 Seller shall be deemed to have elected not to 19 cure such Title Objections. If Seller elects not to remove or endorse over one or more Title Objections, Purchaser may terminate this Agreement as provided in Section 5.5. If Seller elects to remove or attempt to obtain title insurance endorsing over the Title Objections and Seller does not remove or endorse over any Title Objections in a manner reasonably acceptable to Purchaser prior to the Closing, then, Purchaser may either (i) terminate this Agreement by giving written notice of such termination to Seller and the Title Company, in which event the Title Company shall return the ▇▇▇▇▇▇▇ Money Deposit (and any interest accrued thereon) to Purchaser, Purchaser shall promptly return the Purchaser’s Information to Seller in accordance with Section 5.3(c), the parties shall equally share the Cancellation Charges) and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations; or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional Permitted Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Purchaser shall be deemed to have elected to waive such Title Objections pursuant to clause (ii) of the preceding sentence in the event Purchaser has not terminated this Agreement pursuant to clause (i) of the preceding sentence within two (2) business days after Purchaser receives notice that such Title Objections will not be cured to Purchaser’s reasonable satisfaction. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure 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 not created by Purchaser, (iii) all taxes and assessments due and payable for any period prior to the Closing, and (iv) all exceptions or matters created by Seller after the effective date of this Agreement without the prior written consent of Purchaser (which consent may be withheld in Purchaser’s sole and absolute discretion). If, prior to the Closing, Seller does not remove any of the Objectionable Items. If Sellers are unwilling or unable foregoing exceptions, then Purchaser may (x) terminate this Agreement by delivering written notice of such termination to cure some or all of Seller and the Objectionable ItemsTitle Company, Buyer shallin which event the Title Company shall return the ▇▇▇▇▇▇▇ Money Deposit (and any interest accrued thereon) to Purchaser, as its sole and exclusive remedy Purchaser shall return the Purchaser’s Information to Seller in such event, make an election in writing ("Buyer's Election"accordance with Section 5.3(c), within five the parties shall equally share the Cancellation Charges and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations; (5y) days after receipt by Buyer waive Seller’s performance hereunder, in which event such exceptions shall be deemed additional Permitted Exceptions and the Closing shall occur as herein provided, without any reduction of Sellers’ Election or credit against the Purchase Price except that if the exception not removed is a lien described in this subsection (c)(i), (ii), or (iii), Purchaser shall be entitled to a credit against the expiration Purchase Price in the amount of the time period for Sellers to make Sellers’ Election if Seller fails to send notice such lien, or (z) seek specific performance of Seller's Election) either:this Agreement.

Title Commitment. Sellers shallBuyer's approval, in its sole discretion, by the expiration of the Due Diligence Period of the following (collectively, "Commitment"): (i) a current title commitment for the Real Property issued by the Title Company; (ii) copies of all underlying title documents described in such title commitment; and (iii) the Existing Survey (defined below), if any, or any update thereto obtained by Buyer if Buyer so elects, prior to the expiration of the Due Diligence Period. (a) Seller shall deliver (or cause to be delivered) to Buyer the Commitment and, if possessed by Seller, an ALTA Property survey ("Existing Survey"). Buyer, at its sole discretion, cost and expense, shall have the right to commission an updated survey (the "Updated Survey"). In the event Buyer timely objects in writing to matters on the Commitment, the Existing Survey and the Updated Survey in accordance with the approval procedures set forth in Section 3.4 herein, Seller shall have the right, but not the obligation, to notify Buyer in writing within five (5) calendar days after the date of Seller's receipt of the Buyer's notice that Seller desires to have until Closing in which to remove or to cure, or to agree to remove or to cure some or all of the disapproved items to Buyer's reasonable satisfaction. Seller's notice may limit such attempts to cure or remove to exclude payment of money or taking any judicial action. Seller's failure to deliver such notice to Buyer within such five (5) day period with respect to any disapproved item shall be deemed to be an election by Seller not to attempt to remove or to cure such items. Notwithstanding the foregoing, Seller agrees to remove prior to or concurrently with the Close of Escrow any mortgages or deeds of trust encumbering the Real Property, any liens for delinquent taxes, judgment liens, or mechanic's liens arising out of work performed or materials supplied to the Real Property by Seller, but in all events excluding the lien for taxes, not yet due and payable. In connection therewith, Seller shall have the option, in Seller's sole discretion and without Retail Opportunity Investment Corp./Regency Santa ▇▇▇ Downtown Plaza.P&S Agt (v8 – Final) Buyer's consent, of curing Buyer's objection to any mechanic's lien encumbering the Property or a portion thereof in the face amount of Fifty Thousand and No/100 Dollars ($50,000.00) or less by the posting of a bond by a reputable bonding company reasonably acceptable to Buyer, provided that Buyer shall have reasonable approval rights with respect to the form, terms, and amount of the bond so posted. Buyer shall be deemed to have approved all exceptions not objected to by Buyer or to which objections have been waived by Buyer pursuant to Section 3.3.4(b) below. (b) If Seller elects not to attempt to remove or to cure some or all of the disapproved items pursuant to Section 3.3.4 (a) to Buyer's reasonable satisfaction, or if Seller has agreed to attempt to remove or cure some or all of such disapproved items and is unable to or has failed to remove or cure the same, then Buyer shall have, as Buyer's sole and exclusive remedy, the right exercisable on or before three (3) business days after the Effective Date, deliver Seller's election or cause Title Insurer deemed election (or prior to deliver, a title commitment Close of Escrow if Seller elects but is unable or fails to insure fee title to the Real Property remove or cure such disapproved item) either (the "Commitment") with respect to each Property, 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”i) to examine same waive such exceptions to title, and proceed to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting take title to the Property as without any deduction or offset in the Purchase Price, or (ii) to terminate this Agreement and the Escrow by giving written notice of the date of the applicable Commitment, except those specifically such termination to Seller and timely objected to by Buyer Escrow Holder in accordance with this Section, shall be deemed approved by which event 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 Seller shall have no further right liability to terminate the other hereunder except for those provisions that specifically survive the termination of this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items the Deposit shall be deemed cured or removed if Title Insurer issues a revised Commitment returned to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, 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 Buyer's failure to provide Seller or Escrow Holder with written notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove termination within said three ("Seller's Election"); and if no such notice is given within such time period, Sellers 3) business day period shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("constitute Buyer's Election"), within five election under clause (5i) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:above.

Title Commitment. Sellers shall, within three (3a) business days after Purchaser shall cause the Effective Date, deliver Title Company to furnish to Purchaser (i) a preliminary title report or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "CommitmentCOMMITMENT") with respect and (ii) copies of all recorded documents referred to each Propertyon Schedule B of the Commitment as exceptions to coverage (the "TITLE DOCUMENTS"). (b) Purchaser shall have the right to object in writing to any matters shown on the Commitment or disclosed by the Title Documents, together with the Existing Survey or any updated or subsequent survey that are not Permitted Exceptions (individually, a legible copy "TITLE OBJECTION" and collectively, the "TITLE OBJECTIONS") prior to the date which is the tenth (10th) Business Day following the execution and delivery of each instrument that is listed as an exception in this Agreement. Purchaser shall have the further right to order a run-down title examination prior to Closing, and to submit to Seller any Title Objection which may have arisen since the initial Commitment. Unless Purchaser shall timely object to any exceptions or matters shown on or disclosed by the Title Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer shall have until Title Documents, the Tranche 1 Approval Date [Existing Survey or Tranche 2 Approval Dateany updated or subsequent survey, as applicable] all such exceptions and matters (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 "Objectionable Items"). All matters affecting title other than exceptions relating to the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer matters described in accordance with this Section, shall be deemed approved by Buyer and Section 6.2(c)) shall be deemed to be "constitute additional Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items. Seller may elect (but, Sellers maysubject to Section 6.2(c), but shall not be obligated toobligated) to remove or cause to be removed, cure or remove same; howeverat Seller's expense, Sellers agree to consult with any Title Insurer in order to determine which Objectionable ItemsObjections, 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 set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues entitled to a revised Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount reasonable adjournment of the Purchase Price Closing (not to exceed thirty (30) days) for the purpose of such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurerremoval. Sellers Seller shall notify Buyer, Purchaser in writing within five ten (510) days after Sellers’ receipt of BuyerPurchaser's notice of Objectionable ItemsTitle Objections whether Seller elects to remove same. If Seller fails to provide such notice, 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 Seller shall be deemed to have elected not to 19 cure any of the Objectionable Itemssuch Title Objections. If Sellers are unwilling or Seller is unable to cure some remove any Title Objections in a manner acceptable to Purchaser (in Purchaser's reasonable discretion), prior to the Closing, or all of the Objectionable Itemsif Seller elects not to remove one or more Title Objections, Buyer shallPurchaser may elect, as its sole and exclusive remedy in such eventtherefor, make an election in writing to either ("Buyer's Election"), within five i) terminate this Agreement by giving written notice to Seller on or before the earlier of the date that is three (53) days Business Days after receipt by Buyer of Sellers’ Election Seller's notice or three (or 3) Business Days after the expiration of the foregoing ten (10) day period, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be paid to Purchaser, upon Purchaser's unilateral written instructions to the Escrow Holder within the foregoing time period, Purchaser shall return the Purchaser's Information to Seller, and thereafter the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional "Permitted Exceptions" and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the period for Sellers to make Sellers’ Election if Seller set forth in (i) above, Purchaser fails to send notice give Seller and Escrow Agent such written notice, then Purchaser shall be deemed to have elected to take title to the Real Property subject to such Title Objections pursuant to Section 6.2(b)(ii). (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated, prior to or at the Closing, to cure exceptions to title to the Property relating to (i) liens and security interests securing the loan from GELCO Corporation to Seller, (ii) any other monetary liens or security interests against Seller's Electioninterest in the Property (including, without limitation mechanics' liens, judgment liens and tax liens against Seller's interest in the Property), (iii) either:all taxes and assessments due and payable for any period prior to the Closing, and (iv) any exception to title created after the effective date of the Commitment that has not been consented to by Purchaser.

Title Commitment. Sellers shall, within three Within ten (310) business days after from the Effective Date, Seller will deliver to Purchaser a preliminary title report (and complete legible copies of all documents or cause items referenced therein as exceptions) issued by ▇▇▇▇▇▇▇ Title Insurer to deliverNorth Texas, a title commitment to insure fee title to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 214/220-2060, (Attn: ▇▇▇▇▇ ▇▇▇▇) as agent for ▇▇▇▇▇▇▇ Title Guarantee Corporation (“Title Company”) in respect of the Real Property (the "Commitment") with respect to each Propertycollectively, 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 Commitment”). Purchaser shall, on or before the expiration of the Objection Date”) to examine same and to notify Sellers Period, approve or disapprove in writing of its objections the Title Commitment. Purchaser’s failure to title (all items so objected to being hereinafter referred to as either timely approve or disapprove in writing the "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and Title Commitment shall be deemed to be "constitute Purchaser’s approval of same, and such shall then become 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 Purchaser timely disapproves any item set forth in Section 5.3 hereinthe Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured such disapproved item. Such Objectionable Items Seller shall have until 5:00 p.m. (Central Time) on the Cure Date to cure such disapproved item. If Seller timely cures all disapproved items, then the Title Commitment shall be deemed cured approved, and all other exceptions therein shall then become Permitted Exceptions. If Seller does not timely cure all disapproved items, then Purchaser shall, on 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within before five (5) days after Sellers’ receipt of Buyer's the Cure Period, either (i) terminate this Agreement by depositing with Seller and Escrow Agent a written notice of Objectionable Itemstermination, as whereupon Escrow Agent shall release and return the ▇▇▇▇▇▇▇ Money to Purchaser, or (ii) waive in writing its objection to the disapproved items, which Objectionable Items Sellers and/or Title Insurer are willing shall then become Permitted Exceptions. Purchaser’s failure to timely deposit with Seller and Escrow Agent a written notice of termination or able waive its objection to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers the disapproved items shall be deemed to have elected not constitute Purchaser’s waiver of its objection to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole said items and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:shall become Permitted Exceptions.

Title Commitment. Sellers shall, within three (3a) business Purchaser shall obtain no later than forty-five (45) days after the Effective Date, deliver or cause Title Insurer to deliver, Date (i) a title insurance commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 DateCommitment”) provided by Escrow Agent agreeing to examine same and issue to notify Sellers Purchaser, upon Closing, an ALTA owner’s title insurance policy (the “Owner’s Title Policy”) in writing the amount of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting Purchase Price, insuring title to the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer real property in accordance with the provisions of this SectionAgreement, subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”) and (iii) UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”). (b) Purchaser has until the expiration of the Due Diligence Period to object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the expiration of the Due Diligence Period shall be deemed approved a waiver by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers Purchaser 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 its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be paid out of Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be corrected within the thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to endeavor to correct such issues or conditions, Purchaser may terminate this Article Agreement or accept such issue or condition and close without any reduction in the Purchase Price except with respect for liens or encumbrances of a definite or ascertainable amount which may be paid from the Purchase Price on or before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to subsequent matters affecting title and survey as set forth by Purchaser in the manner provided in this Section 5.3 herein. Such Objectionable Items 5.1(b) shall be deemed cured or removed if Title Insurer issues a revised Commitment “Permitted Exceptions”. (c) Purchaser may from time to issue, at Closing, a T-1 Owner's Policy of Title Insurance in time update the amount effective date of the Purchase Price for Title Commitment or examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property in favor which first appeared of Buyerrecord subsequent to the effective date of such previous Title Commitment or examination (“New Objections”), with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers then Purchaser shall notify BuyerSeller thereof, and Seller, in Seller’s sole discretion and at Seller’s sole cost and expense, may cure all New Objections. The New Objections shall be cured within five thirty (530) days after Sellers’ receipt from the date of Buyer's notice of Objectionable Itemssuch notice, as and the Closing Date shall be extended, if necessary, to which Objectionable Items Sellers and/or Title Insurer are willing permit Seller such thirty (30) day period to cure. If Seller cannot or able chooses not 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable ItemsNew Objections, Buyer shall, as its sole then Purchaser shall have the right and exclusive remedy in such event, make an election in writing option ("Buyer's Election"), within five (5a) days after receipt to terminate this Agreement by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send giving written notice of Seller's Electionsuch termination to Seller or (b) either:to acquire the Property subject to such New Objections.

Title Commitment. Sellers shall, within three Within fifteen (315) business days after the Effective Dateexecution of this Agreement by the Seller and the Buyer, the Seller shall obtain and deliver or cause Title Insurer to deliverthe Buyer, at the Seller's cost and expense, a title commitment to insure fee title to current Commitment for Title Insurance covering the Real Property Property, together with legible copies of all instruments and agreements referenced therein (hereinafter the "Commitment"), issued by the Title Company. The Buyer shall, within fifteen (15) with respect to each Propertydays after the Buyer receives the Survey, together with a the Commitment, and legible copy copies of each instrument that is listed as an exception all instruments and agreements referenced in the Commitment, give written notice to the Seller specifying any and each title exception contained in the Commitment or matters which are revealed or located by the Survey which is objectionable to the Buyer (hereinafter a "Title Defect"), and the Seller shall use its best efforts to cause such Title Defect(s) to be removed or cured prior to the Closing; provided, however, that if any such Title Defect(s) cannot be so removed or cured prior to the Closing Date, then the Buyer shall elect either to: (a) waive each objection to a Title Defect(s) and to proceed with the cost thereof Buyer's purchase of the Property and accept the Title Defect(s) as a Permitted Encumbrance, as provided in Section 5 hereof; or (b) terminate this Agreement and receive an immediate refund from the Seller of the earn▇▇▇ ▇▇▇ey deposit paid by the Buyer pursuant to be paid in accordance with Section 7.4 2(a) hereof. Buyer shall have until Notwithstanding the Tranche 1 Approval Date [or Tranche 2 Approval Dateforegoing, 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 "Objectionable Items"). All matters affecting title to any monetary lien against the Property as which may be discharged or removed by the disbursement of any portion of the date of purchase price by the applicable Commitment, except those specifically and timely objected to by Buyer in accordance with this SectionSeller at the Closing, shall be deemed approved so cured, removed, and discharged by Buyer and shall be deemed to be "Permitted Exceptionsthe Seller at the Closing." 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:

Title Commitment. Sellers shallSeller has, within three (3) business days after prior to the Effective Date, delivered or caused First American Title Insurance Company to deliver or cause Title Insurer to deliverBuyer, a title commitment to insure fee title to the Real Property (the "“Commitment"”) with respect to each the Property, 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 five (5) days after the Tranche 1 Approval Effective Date [or Tranche 2 Approval Date, as applicable] (the “Title Objection Date”) to examine same and to notify Sellers Seller in writing of its objections to title (all items so objected to being hereinafter referred to as the "“Objectionable Items"”). All matters affecting title to the Property as of the date of the applicable Commitment, 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 Seller of any Objectionable Items, Sellers Seller may, but shall not be obligated to, cure or remove same; however, Sellers agree Seller agrees 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 SellersSeller. Anything in this Agreement to the contrary notwithstanding, Sellers Seller shall, prior to the applicable Closingclosing, cure any monetary liens and other liens of an ascertainable amount created or assumed by, through or under Sellers (the “Monetary Exceptions”)by Seller. If Sellers Seller 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 set 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 an ALTA Owner's ’s Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers Seller shall notify Buyer, within five ten (510) days after Sellers’ Seller’s receipt of Buyer's ’s notice of Objectionable Items, as to which Objectionable Items Sellers Seller and/or Title Insurer are willing or able to cure or remove ("“Seller's ’s Election"”); and if no such notice is given within such time period, Sellers Seller shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are Seller is unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("“Buyer's ’s Election"”), within five (5) business days after receipt by Buyer of Sellers’ Seller’s Election (or the expiration of the time period for Sellers Seller to make Sellers’ Seller’s Election if Seller fails to send notice of Seller's ’s Election) either: (a) to accept title to the Property subject to the Objectionable Items which Seller is unwilling or unable to cure (all such items being thereafter included in “Permitted Exceptions”), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Article; or (b) to terminate this Agreement in accordance with Article 14 hereof. If Seller has not received Buyer’s Election within such five (5) business day period, Buyer shall be deemed conclusively to have elected to accept title to the Property in accordance with paragraph (a) above. At Closing, Seller shall provide Title Insurer with an Affidavit as to Debts, Liens, Parties in Possession, and GAP Coverage in the form of Exhibit M attached hereto, which form has been approved and accepted by Title Insurer. Under no circumstances shall Seller be obligated to give Title Insurer any certificate, affidavit, or other undertaking of any sort which would have the effect of increasing the potential liability of Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder. Pursuant to the terms of Section 5.4 hereof, Seller’s receipt of Buyer’s Approval Notice shall be deemed to be Buyer’s approval of the condition of title to the Property.

Title Commitment. Sellers shallBuyer shall be responsible for obtaining, within three (3) business days after no later than the Effective Date, deliver or cause Title Insurer to deliverend of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title commitment insurance in a form acceptable to insure fee title 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 Real Property 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 "Commitment") with respect to each PropertyDeposit, together with a legible copy of each instrument that is listed as an exception 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 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 "Objectionable Items"). All matters affecting title to the Property as or any condition or aspect of the date of the applicable CommitmentProperty, to which Buyer may object, except those specifically as may be agreed by Seller in writing, in its sole and timely objected absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title endorsement for any liens (“Seller Liens”) that affect the Property and 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, ▇▇▇▇▇▇ or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to by Buyer perform or is obligated to perform shall become a condition precedent to Closing in accordance with this Section, shall be deemed approved by favor of Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers cured by the Closing Date. For purposes of any Objectionable Itemsthis Section 5.1, Sellers may, but a “cure” of a title exception means the elimination of such exception from title and shall not be obligated toinclude the bonding of, cure or remove same; however, Sellers agree to consult with endorsement over unless such bonding is in an amount and on terms required by the Title Insurer Company for elimination of such exception from the Title Policy (as defined 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”)Section 5.3) as reasonably determined by Buyer. If Sellers and/or Title Insurer does such cure or remove all such Objectionable Itemsis not accomplished by the Closing Date, 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such eventobjection and complete the Closing subject to such exception, make an election in writing ("Buyer's Election")provided that if Seller refuses to remove a Seller Lien at Closing, within five (5) days after receipt by Buyer of Sellers’ Election (or shall have the expiration right to instruct the Title Company, as escrow agent, to apply a portion of the time period for Sellers Purchase Price sufficient to make Sellers’ Election if discharge such Seller fails to send notice of Seller's Election) either:Lien at Closing.

Title Commitment. Sellers shallSeller has made available to Purchaser a title commitment, within three together with legible copies of all documents listed in such title commitment as exceptions to title (3) business days after “Title Exceptions”). Promptly following the Effective Date, deliver Purchaser shall order the Title Commitment. Any mortgage or cause Title Insurer to deliver, a title commitment to insure fee title to other encumbrance entered into by Seller which secures the Real Property (payment of money or any lien claim arising from the "Commitment") with respect to each Property, together with a legible copy actions of each instrument that Seller 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 herein referred to as the "Objectionable Items")a “Monetary Encumbrance”. All matters affecting title to and exceptions shown in the Property as Title Commitment (other than Permitted Exceptions of the date type described in clauses (a) through (h) of the applicable Commitment, except those specifically definition of Permitted Exceptions) and timely not objected to in writing by Buyer in accordance with this Section, shall be deemed approved by Buyer and Purchaser within twenty (20) Days following the Effective Date shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall not Exceptions which may 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 shown on the part final title policy. Seller shall pay and discharge (or in the case of Sellers. Anything mechanics’, materialmen’s or other statutory liens, provide a bond or other assurances in this Agreement 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 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”)Title Commitment. If Sellers and/or Title Insurer does cure Purchaser delivers a written objection to any other title matter or remove all such Objectionable Itemsexception within the aforesaid twenty (20) Day period, 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 set 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyerthen Seller shall, within five (5) days after Sellers’ Days thereafter, notify Purchaser in writing of which objections Seller will attempt to cure and Seller shall have twenty (20) Days from the date of receipt of Buyer's Purchaser’s notice of Objectionable Items, as to objection in which Objectionable Items Sellers and/or Title Insurer are willing or able to cure such objections and to cause the Title Commitment to be reissued or remove ("Seller's Election"); 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 if discharge or assure the payment and discharge as provided above, Seller shall have no such notice is given within such time periodobligation to cure any title objection and shall have no obligation to expend any monies to cure same, Sellers and any failure to pay, discharge or cure any title objection shall not be or be deemed to have elected not be a breach of this Agreement by Seller. If Seller fails to 19 cure any all such objections that are timely made by Purchaser within the twenty (20) Day period referred to above, then Purchaser shall be entitled, at Purchaser’s option, to either (a) proceed with the transaction and accept conveyance expressly subject to the title matter which was the subject of the Objectionable Items. If Sellers are unwilling objection, which shall then be deemed a “Permitted Exception”, or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election (b) terminate this Agreement by notice in writing ("Buyer's Election"), to Seller within five (5) days Days after receipt by Buyer of Sellers’ Election (or the expiration of the time twenty (20) Day period. Failure of Purchaser to give such notice of termination in writing within such five (5) Day period for Sellers shall be deemed an election to so proceed with the 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 and Seller shall follow the procedures specified herein except that Purchaser shall have two (2) days from the date it has knowledge of the exception to object, Seller shall have two (2) days to elect whether it will cure and five (5) days to complete such cure and Purchaser shall have two (2) days from notice that Seller will not or cannot cure to make Sellers’ Election its election; the Closing Date shall be postponed, if Seller fails necessary, to send notice of Seller's Election) either:complete such steps.

Title Commitment. Sellers shallSeller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, within three subject only to the “Permitted Encumbrances” (3defined below). Within ten (10) business days after following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver or cause Title Insurer to deliverPurchaser, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 DateCommitment”) 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 for 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 set 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 ALTA Extended Owner's Policy of Title Insurance in (the amount “Title Policy”), issued by the Escrow Agent on behalf of the Purchase Price Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. 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 construction of the Improvements on the Land, such affirmative coverage to be at Seller’s sole cost and expense, and Seller shall be solely responsible for compliance with the Title Company’s usual and customary requirements for issuance of such Property in favor affirmative coverage (including without limitation any security or indemnity as may be required of BuyerSeller). Purchaser shall have ten (10) days following its receipt of the Title Commitment, with such Objectionable Items having been removed legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as exceptions or insured over defined below) by Title InsurerClosing. Sellers Seller shall notify Buyer, Purchaser in writing within five ten (510) days after Sellers’ following Seller’s receipt of Buyer's notice of Objectionable Itemsthe Title Objection Letter concerning which title objections, as if any, Seller has agreed to which Objectionable Items Sellers and/or Title Insurer are willing or able cure. In the event that Seller does not undertake 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its objections in the Title Objection Letter to Purchaser’s sole and exclusive remedy in such event, make an election in writing satisfaction ("Buyer's Election"or does not timely respond to the Title Objection Letter), within then Purchaser shall have the right for five (5) days after receipt by Buyer of Sellers’ Election Seller’s response to the Title Objection Letter (or five (5) days following the expiration of the time 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 ▇▇▇▇▇▇▇ 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 Sellers the Surviving Obligations. All exceptions set forth in Schedule B of the Title Commitment which are not objected to make Sellersby 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’ Election if liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to send eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’s written notice to Purchaser of Seller's Election’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) either:ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, (a) the ▇▇▇▇▇▇▇ 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 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 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 new title matter as provided above.

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause 3.5.1 Purchaser has received from Title Insurer to deliverCompany, a title commitment to insure fee Commitment for Title Insurance dated January 21, 2010 (the “Existing Title Commitment”), setting forth the status of title to the Real Property (Land and all exceptions which would appear in an Owner’s Policy of Title Insurance. Purchaser may, at its sole cost and expense, order an update to the "Commitment") with respect to each Property, 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] Existing Title Commitment (the “Title Objection DateCommitment”) specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, on or before the end of the Due Diligence Period, deliver to examine same and to notify Sellers Seller, in writing of its any objections to title (all items so objected matters shown in the Title Commitment. Purchaser’s failure to being hereinafter referred timely object to as the "Objectionable Items"). All any such matters affecting title to the Property as of the date of the applicable Commitment, 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 "constitute Purchaser’s approval of same, and such shall then become 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 Purchaser timely objects to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as any item set forth in Section 5.3 herein. Such Objectionable Items the Title Commitment, then Seller shall be deemed cured or removed if Title Insurer issues a revised Commitment have the right, but not the obligation, to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, 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 Buyer's notice of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able attempt to cure or remove ("Seller's Election"); and if no cause to be cured before Closing such notice is given within disapproved item. Seller shall have until 5:00 p.m. on the Cure Date to agree in writing to cure before Closing such time perioddisapproved item. If Seller elects not to cure, Sellers or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Itemscure, Buyer in which event Purchaser shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (on or before the expiration of the time period for Sellers Due Diligence Period, either (i) terminate this Agreement by delivering to make Sellers’ Election if Seller fails to send and Title Company a written notice of Seller's Electiontermination, whereupon Title Company shall release and return the Deposit to Purchaser, or (ii) either:waive in writing its objection to the disapproved items, which shall then become Permitted Exceptions. Purchaser’s failure to timely deliver to Seller and Title Company a written notice of termination or waiver of its objection to the disapproved items shall be deemed to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptions. 3.5.2 Purchaser shall have one (1) business day after receipt of any updates to the Title Commitment (including receipt of any documents referenced in such update) to object to any material matters disclosed therein which were not disclosed in the original Title Commitment, and the procedure for objecting to such matters shall be as set forth in Section 3.5.1 above.

Title Commitment. Sellers Seller shall, within three ten (310) business days after the Effective Date, deliver or cause Title Insurer to deliverPurchaser a copy of any existing owner's title insurance policy, a title commitment to insure fee title relating to the Real Property Estate, then in Seller's possession or control. On or before sixty (60) days from the Effective Date, at Purchaser's expense, Purchaser shall obtain a pro forma title commitment (the "Commitment") with respect to each Property, together with for an ALTA Owner's Title Insurance Policy issued by 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] title insurance company chosen by Purchaser (the “"Title Objection Date”Company") 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 showing title to the Premises in Seller's name subject only to title exceptions acceptable to Purchaser which are listed on attached EXHIBIT "F" hereto ("Permitted Exceptions"). If the Commitment discloses exceptions other than the Permitted Exceptions, of if any of the Permitted Exceptions make title unmarketable (as determined in accordance with Title Standards adopted and reasonably applied by The Florida Bar and in accordance with law, Purchaser, within ten (10) business days following the date on which Purchaser received the Commitment and copies of all exceptions disclosed in the Commitment, shall deliver to Seller written notice of Purchaser's objections, if any, to such Property exceptions ("Unpermitted Exceptions"). If Purchaser fails to deliver such written notice or objection to Seller within such ten (10) business day 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 use reasonable efforts to remove prior to Closing any Unpermitted Exceptions capable of being removed solely by the payment of money and shall notify Purchaser within thirty (30) business days following the date of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions (other than those capable of being removed by the payment of money) have been, or will be at or prior to Closing, removed at Seller's expense or are or will be insured over by the Title Company at no additional expense to Purchaser pursuant to an endorsement to the Commitment, provided that such insurance over is acceptable to Purchaser in favor of BuyerPurchaser's sole discretion, with such Objectionable Items having been or (b) Seller has failed to arrange to have the Unpermitted Exceptions removed as exceptions or insured over by the Title InsurerCompany. Sellers Notwithstanding anything herein to the contrary, Seller shall not be obligated to bring suit or incur a liability of more than $25,000.00 (the "Maximum Amount") to remove or cause the Title Company to insure over Unpermitted Exceptions. If Seller does not notify BuyerPurchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said thirty (30) business day period, Purchaser may elect either: (i) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser as Purchaser's sole remedy hereunder; or (ii) to take title as it then is, which election must be made within five (5) business days after Sellers’ receipt following expiration of Buyer's notice of Objectionable Itemssaid thirty (30) business day period. If Purchaser does not elect to so terminate this Agreement, as to which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove then: ("Seller's Election"); and if no such notice is given within such time period, Sellers 1) Purchaser shall be deemed to have elected not agreed to 19 cure accept title as it then is without any of reduction in the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:Purchase Price;

Title Commitment. Sellers shallSeller hereby agrees that it shall not, within three (3) business days after the Effective Agreement Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 "Objectionable Items"). All matters take any action affecting title to the Property (except for (i) New Leases and Modifications and memoranda thereof, (ii) utility, access, and other easements and/or licenses, provided that the same are normal and customary and consistent with Seller’s operation of the Property as of the date Agreement Date, and (iii) actions effectuating the release of the applicable Commitment, except those specifically and timely objected liens or encumbrances) unless consented to by Buyer in accordance with this SectionPurchaser, 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 which consent shall not be obligated tounreasonably withheld, cure conditioned or remove same; howeverdelayed. Not later than the date that is thirty-five (35) days after the Agreement Date (the period from the Agreement Date through the thirty-fifth (35th) day thereafter being referred to herein as the “Title Objections Period”), 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 Purchaser shall, prior at Purchaser’s sole cost and expense, (a) cause the Title Company to the applicable Closing, cure any monetary liens and other liens issue to Purchaser a current commitment for an ALTA policy of an ascertainable amount created or assumed by, through or under Sellers leasehold title insurance and/or owner’s title insurance (as applicable) (the “Monetary ExceptionsTitle Commitment”). If Sellers ) setting forth the state of title to the MOB Sites and committing the Title Company to issue to Purchaser a leasehold policy of title insurance insuring Purchaser’s interest as tenant under the Ground Leases 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 an owner’s policy of title and survey insurance insuring Purchaser’s interest in the MOBs (as set 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 applicable) in the amount of the Purchase Price for such Property in favor of Buyer, and with such Objectionable Items having been removed endorsements as exceptions Purchaser desires, (b) deliver a copy of the Title Commitment to Seller and cause the Title Company to deliver to Seller a copy of all title documents that are referred to in the Title Commitment, and (c) elect to have current “as-built” surveys of the MOBs and the MOB Sites performed, if Purchaser so desires. Seller shall prepare or insured over by Title Insurer. Sellers shall notify Buyercause to be prepared legal descriptions of the MOB Sites (collectively, within five (5the “Legal Descriptions”) days after Sellers’ receipt based upon Seller’s most current surveys in Seller’s possession and/or existing subdivision plats of Buyer's notice of Objectionable Itemsrecord for each MOB Site, as applicable, and shall deliver a copy of the Legal Descriptions to which Objectionable Items Sellers and/or Purchaser. Once prepared by Seller and reasonably approved by Purchaser and the Title Insurer are willing or able Company, the Legal Descriptions will be substituted for the depiction of the MOB Sites attached hereto as Exhibit 1.1(yy) and shall likewise be attached to cure or remove ("Seller's Election"); the Ground Leases for the same purpose. Said Legal Descriptions shall be binding upon Seller and if no such notice is given within such time period, Sellers Purchaser and shall be deemed to have elected not to 19 cure a part of this Agreement without the requirement of any of the Objectionable Items. If Sellers are unwilling further action by Seller or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:Purchaser.

Title Commitment. Sellers shall(a) Prior to the execution and delivery hereof, within three (3) business days after Seller has caused the Effective Date, deliver Title Company to furnish to Purchaser a preliminary title report or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the "“Commitment") with respect ”), by the terms of which the Title Company agrees to each Property, together with a legible copy issue to Purchaser at Closing an owner’s policy 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] title insurance (the “Title Objection DatePolicy”) 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Property Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in favor the amount of Buyerthe Purchase Price, with insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such Objectionable Items having been removed objections as exceptions Purchaser may have to anything contained in the Title Commitment or insured over by Title Insurerthe Existing Survey. Sellers In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall notify Buyer, within five have two (52) days Business Days after Sellers’ receipt of Buyer's notice of Objectionable Items, as the Title Notice (the “Cure Period”) to which Objectionable Items Sellers and/or Title Insurer are willing notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or able to cure or remove otherwise obtained affirmative insurance over such objectionable exceptions ("Seller's Election"and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if no such Seller fails to give any notice is given to Purchaser within such time the two (2) Business Day period, Sellers Seller shall be deemed to have elected not to 19 cure any such exceptions and Purchaser shall have until the expiration of the Objectionable ItemsInspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If Sellers are unwilling this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or unable obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to cure some Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or all of the Objectionable Itemsprior to Closing, Buyer shall, as its sole and exclusive remedy in such event, make an election notify Seller in writing ("Buyer's Election"the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, within Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days after from the receipt by Buyer of Sellers’ Election Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the time period five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for Sellers the Termination Surviving Obligations) and the Independent Consideration shall be paid to make Sellers’ Election if Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to send notice of Seller's Electionterminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) eitheror is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Sellers shallSeller, within three at Seller’s sole expense, shall obtain a commitment (3the “Title Commitment”) business days after for title insurance issued by Kenzley Title Company (the Effective Date“Title Company”), deliver or cause Title Insurer to deliver, a title commitment to insure fee showing merchantable title to the Real Property (Estate in Seller, committing the "Commitment") with respect Title Company to each Property, together with a legible copy of each instrument that is listed as issue 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 ALTA Owner's Policy of Title Insurance in with extended coverage over the standard or general exceptions to title (the “Owner’s Policy of Title Insurance”) for the amount of the Purchase Price for or such Property in favor other amount as Purchaser and the Title Company may agree. Buyer shall, at Buyer’s expense, procure an ALTA survey and cause the same to be certified to the Title Company. Seller shall provide the Title Commitment to Purchaser or Purchaser’s attorney within twenty (20) days of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurerthe execution of this Agreement. Sellers shall notify Buyer, within five Within ten (510) days after Sellers’ receipt of Buyer's receiving the Title Commitment, Purchaser shall provide Seller with written notice of Objectionable Itemsany objections to the form and/or contents of the Title Commitment (the “Objection Notice”). If Purchaser does not provide Seller with the Objection Notice in a timely manner, as to which Objectionable Items Sellers and/or the 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 Commitment shall be deemed accepted by Purchaser. Further, matters not objected to have elected not by Purchaser in the Objection Notice with respect to 19 cure the Title Commitment shall be deemed acceptable to Purchaser and shall be a Permissible Exception. Notwithstanding the foregoing, Seller 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 as security for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the Objectionable ItemsTitle Commitment (collectively, the “Seller’s Monetary Encumbrances”). If Sellers are unwilling or unable Purchaser provides Seller with the Objection Notice in a timely manner, the following procedure shall be utilized: i. Seller, in its discretion, may elect, by providing Purchaser written notice within ten (10) days from receipt of Purchaser’s Objection Notice, to either (a) decline to cure some such objections, or all (b) utilize good faith efforts to cure such objections to the reasonable satisfaction of Purchaser (“Seller’s Election Notice”). ii. If Seller (a) fails to cure such objections to the Objectionable Itemsreasonable satisfaction of Purchaser within ten (10) days after Purchaser’s receipt of Seller’s Election Notice, Buyer shall(b) declines to cure such objections or (c) does not provide Purchaser with Seller’s Election Notice in a timely manner, then Purchaser may elect, as its sole and exclusive remedy remedies, to either (x) terminate this Agreement, in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration which case all obligations of the time period for Sellers parties hereunder shall cease, except as otherwise provided in this Agreement, or (y) accept the Title Commitment and proceed to make Sellers’ Election if Closing. Purchaser shall provide Seller fails to send written notice of Seller's Election) either:its election on or before the Closing (“Purchaser’s Election Notice”). iii. If Purchaser does not provide Seller with Purchaser’s Election Notice in a timely manner, this Agreement shall thereafter be considered terminated and all obligations of the parties hereunder shall cease, except as otherwise provided in this Agreement.

Title Commitment. Sellers shallBuyer may obtain a current preliminary title report dated no later than 10 days after the Effective Date from Corinthian Title Company (“Title Company”) covering title to the Property, within together with full and legible copies of all supporting documents and promptly upon receipt of same by the Title Company shall provide Seller with a copy of the title report and supporting documents. During the Due Diligence Period, Buyer shall have the right to disapprove of any exceptions to title to the Property and to provide Seller with notice thereof in writing. Within three (3) business days after the Effective Date, deliver or cause Title Insurer of ▇▇▇▇▇'s notice to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 Seller disapproving exceptions to title (all items so objected pursuant hereto, Seller shall notify Buyer whether Seller intends to being hereinafter referred remove or insure over such disapproved exceptions prior to as the "Objectionable Items")Closing. All matters affecting title Failure to the Property as of the date of the applicable Commitment, except those specifically and timely objected respond to by Buyer in accordance with this Section, shall be deemed approved by Buyer and such notice shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers of any Objectionable Items, Sellers may, but shall Seller’s election not be obligated to, to cure or remove same; however, Sellers agree to consult with Title Insurer modify any title item as set forth 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”)Buyer’s title notice. If Sellers and/or Title Insurer Seller notifies Buyer that it intends to so eliminate or insure over such disapproved exceptions, Seller shall do so on or before the Closing Date. If Seller indicates to Buyer in writing within the time allowed that it does cure not intend to remove or remove all insure over one or more of such Objectionable Itemsdisapproved exceptions, Buyer shall have no further the right to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, notifying Seller within five (5) days after Sellers’ receipt of 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 from Seller. If Buyer fails to notify Seller that it elects to terminate this Agreement within such time said five (5) day period, Sellers Buyer shall be deemed to have elected accept the Property subject to such disapproved exceptions not to 19 cure any of be removed or insured over by Seller (all exceptions to title to the Objectionable Items. If Sellers are unwilling or unable Property not removed by Seller shall constitute the "Permitted Exceptions." The Title Company shall issue a standard ALTA owner’s policy at the Closing insuring fee title in Buyer subject only to cure some or all of the Objectionable ItemsPermitted Exceptions, Buyer shallstandard preprinted conditions and stipulations, as its sole general exceptions and exclusive remedy exclusions from coverage contained in such event, make an election in writing the standard ALTA owner's policy (the "Buyer's ElectionTitle Policy"), within five (5) days after receipt . Title Policy premiums shall be paid by Buyer as well as any costs, fees and premiums for all additional coverages and endorsements desired by Buyer. The Title Commitment shall be conclusive evidence of Sellers’ Election good title as therein shown as to all matters insured by the Title Policy, subject only to the exceptions as therein stated. Notwithstanding the foregoing, all Monetary Liens (or the expiration of the time period for Sellers as defined in Section 6(g) herein) shall be deemed disapproved by Seller pursuant to make Sellers’ Election if Seller fails to send notice of Seller's ElectionSection 6(g) either:below.

Title Commitment. Sellers shall, within three (3a) business Purchaser shall obtain no later than thirty (30) days after the Effective Date, deliver or cause Title Insurer to deliver, Date (i) a title insurance commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 DateCommitment”) provided by Escrow Agent agreeing to examine same and issue to notify Sellers Purchaser, upon Closing, an ALTA owner’s title insurance policy (the “Owner’s Title Policy”) in writing the amount of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting Purchase Price, insuring title to the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer real property in accordance with the provisions of this SectionAgreement, subject only to existing title exceptions and other liens, encumbrances or exceptions that are approved by Purchaser, and those which shall be discharged by Seller at, or before, Closing, (ii) a current ALTA/NSPS survey of the Property (the “Survey”), at Purchaser’s sole discretion, and (iii) UCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the “Searches”), at Purchaser’s sole discretion. (b) Purchaser has until the expiration of the Due Diligence Period to object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the expiration of the Due Diligence Period shall be deemed approved a waiver by Buyer and shall be deemed to be "Permitted Exceptions." If Buyer timely notifies Sellers Purchaser 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 its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller’s receipt of Purchaser’s written objections. If Seller elects to correct such condition, Seller shall have thirty (30) days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be paid out of Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Closing Date shall be extended as necessary to permit such correction. If all such issues and conditions cannot be corrected within the thirty (30) day period, despite Seller’s best efforts, or if Seller does not elect to endeavor to correct such issues or conditions, Purchaser may terminate this Article Agreement or accept such issue or condition and close without any reduction in the Purchase Price except with respect for liens or encumbrances of a definite or ascertainable amount which may be paid from the Purchase Price on or before Closing. Any restrictions, liens, encumbrances, easements, rights of way and other matters which are waived or are not objected to subsequent matters affecting title and survey as set forth by Purchaser in the manner provided in this Section 5.3 herein. Such Objectionable Items 5.1(b) shall be deemed cured or removed if Title Insurer issues a revised Commitment “Permitted Exceptions”. (c) Purchaser may from time to issue, at Closing, a T-1 Owner's Policy of Title Insurance in time update the amount effective date of the Purchase Price for Title Commitment or examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the Property in favor which first appeared of Buyerrecord subsequent to the effective date of such previous Title Commitment or examination (“New Objections”), with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers then Purchaser shall notify BuyerSeller thereof, and Seller, in Seller’s sole discretion and at Seller’s sole cost and expense, may cure all New Objections. The New Objections shall be cured within five thirty (530) days after Sellers’ receipt from the date of Buyer's notice of Objectionable Itemssuch notice, as and the Closing Date shall be extended, if necessary, to which Objectionable Items Sellers and/or Title Insurer are willing permit Seller such thirty (30) day period to cure. If Seller cannot or able chooses not 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable ItemsNew Objections, Buyer shall, as its sole then Purchaser shall have the right and exclusive remedy in such event, make an election in writing option ("Buyer's Election"), within five (5a) days after receipt to terminate this Agreement by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send giving written notice of Seller's Electionsuch termination to Seller or (b) either:to acquire the Property subject to such New Objections.

Title Commitment. Sellers shall, within three Not later than sixty (360) business days after the Effective DatePurchaser's request with respect to each Real Property parcel, deliver or cause and provided that the legal description of the parcel has been adequately identified, Owner shall furnish Purchaser the commitment of the Title Insurer to deliver, a issue an ALTA Form B Owner's Policy of title commitment to insure fee title to insurance covering each parcel of the Real Property (the individually "Title Commitment") with respect to each Property), together with a legible copy copies of all documents appearing as exceptions to title insurance coverage in the case of each instrument that is listed as an exception in the parcel of Real Property. Not later than ninety (90) days after receipt of each Title Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer Purchaser 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 Owner in writing of its objections those exceptions set forth on Schedule B to each Title Commitment which Purchaser will not accept as permitted exceptions to title. Any item on Schedule B to each Title Commitment or any state of facts shown on any survey to which Purchaser does not object within such ninety (90) days shall become permitted exceptions to title (all items so objected to being hereinafter referred to as the "Objectionable ItemsPermitted Exceptions"). All matters Mortgages, deeds of trust, mechanics' liens, tax liens, and judgment liens affecting title to the Property as any parcel comprising part of the date Real Property are not Permitted Exceptions (regardless of the applicable Commitment, except those whether specifically and timely objected to by Buyer in accordance with this Section, shall Purchaser or not) and must therefore be deemed approved cleared 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 Owner at 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 each parcel's respective Conveyance Date. If Purchaser timely disapproves of certain other exception(s), Owner shall have the applicable Closing, right to cure any monetary liens and other liens disapproved items within thirty (30) days 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 set 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 receipt of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title InsurerPurchaser's objection. Sellers Owner shall notify Buyer, within five (5) days after Sellers’ receipt Purchaser of 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (Purchaser's notice. If Owner elects not to cure such disapproved items, or elects to cure and fails to do so, Purchaser may elect, on or before the expiration Conveyance Date to any parcel of the time period Real Property which is the subject of Purchaser's notice, to either (i) terminate this Contract, to the extent of that specifically affected parcel of Real Property, in which event Purchaser shall be entitled to Liquidated Damages, or (ii) accept title such as Owner is willing to convey, with the further right to deduct from the next installment of the cash portion Purchase Price the cost of removing such objections, provided such objection is of a nature where removal is possible by payment of a predetermined liquidated amount. If that is not the case, Purchaser may still accept such title as Seller can convey, but no adjustment to the Purchase Price would be granted to Purchaser; or (iii) select, in cooperation with Seller/Owner, an alternate parcel at such Seller Resort in accordance with the provisions of the definition of Real Property as well as Article XIII hereof. Any objection arising after Purchaser's notice to Seller or Owner pursuant to this Section may be referred to Owner for Sellers disposition as set forth herein, regardless of when (after Purchaser's initial notice) such objection arises, up to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:and at Conveyance Date for the subject parcel.

Title Commitment. Sellers shall, Purchaser shall have five days following its receipt of the Title Commitment and the Survey within three which to give Seller written notice (3“Purchaser’s Disapproval Notice”) business days after of Purchaser’s disapproval of any exceptions to title shown in the Effective Date, deliver Title Commitment or cause Title Insurer to deliver, a title commitment to insure fee Survey or any other matters effecting title to the Real Property (the "Commitment") with respect to each Property, 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 DateExceptions”) 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 "Objectionable Items"). All matters affecting title The failure of Purchaser to the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and give Purchaser’s Title Disapproval Notice within such period shall be deemed to be "Permitted constitute Purchaser’s approval of all of the Title Exceptions." If Buyer timely notifies Sellers . In the event of Purchaser’s disapproval of any Objectionable Itemsof the Title Exceptions as set forth above, Sellers may, but Seller shall not be obligated to, cure or remove same; however, Sellers agree to consult with Title Insurer in order have five days after Seller’s receipt of Purchaser’s Disapproval Notice during which to determine and give Purchaser written notice (“Seller’s Cure Notice”) of any disapproved Title Exceptions which Objectionable ItemsSeller elects, if anyin its sole discretion, Title Insurer is willing to removeeliminate as exceptions to title to the Real Property. The failure of Seller to give Seller’s Cure Notice within the period described above shall be deemed to constitute Seller’s election not to cure any of the matters described in the Purchaser’s Disapproval Notice. Prior to the Closing, Seller shall eliminate, at its sole cost and expense, all with no action required on Title Exceptions set forth in Seller’s Cure Notice from the part of Sellers. Anything in this Agreement Title Policy and as exceptions to title 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”)Real Property. If Sellers and/or acceptable to Purchaser, Seller’s elimination of such title matters may be accomplished by Seller’s obtaining, at its expense, title insurance protection for Purchaser against such exception, the form of which shall be reasonably satisfactory to Purchaser. If Seller’s Cure Notice does not include all Title Insurer does cure Exceptions disapproved by Purchaser in Purchaser’s Disapproval Notice, or remove all such Objectionable Itemsif Seller fails to deliver Seller’s Cure Notice, Buyer Purchaser shall have no further the right to terminate this Agreement in accordance with the terms of Section 3.5 or acquire the Real Property subject to the disapproved Title Exceptions not included within Seller’s Cure Notice. If Purchaser elects to proceed with the purchase of the Real Property pursuant to this Section 3.5, then the Title Exceptions and the matters described in Article except with respect VI and Permitted Subsequent Exceptions (defined below), but excluding (i) those Title Exceptions to subsequent matters affecting title be deleted pursuant to the Seller’s Cure Notice, (ii) any delinquent taxes or assessments, and survey as set forth in Section 5.3 herein. Such Objectionable Items (iii) any liens, encumbrances or security interests securing payment of any monetary lien created by or against Seller or the Real Property, shall be deemed cured the “Permitted Exceptions” hereunder. A“Permitted Subsequent Exception” shall mean any encumbrance, encroachment, defect in title, or removed if other matter which does not adversely interfere with the operation of a hotel on the Real Property (as determined in Purchaser’s reasonable discretion) and which is not otherwise a Permitted Exception, and (A) of which Purchaser and Seller are notified by the Title Insurer issues a revised Company prior to the Closing (by endorsement to the Title Commitment to issue, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, 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 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"otherwise); or (B) which is discovered by Purchaser, and if no such notice is given within such time periodof which Purchaser notifies Seller, Sellers shall be deemed prior to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:Closing.

Title Commitment. Sellers shall, within three Within ten (310) business days after the Effective Contract Date, Seller shall, at Seller’s sole cost, deliver or cause Title Insurer to deliver, Purchaser a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 DateCommitment”) issued by First American Title Insurance Company, ▇▇ ▇. ▇▇▇▇▇▇▇, Suite 310, Chicago, Illinois, 60603 Attn: ▇▇▇▇ ▇▇▇▇▇▇ (the “Title Company”), for an owner’s title insurance policy with respect to examine same and to notify Sellers the Land, in writing the full amount of its objections to the Purchase Price, together with copies of all recorded documents evidencing title (all items so objected to being hereinafter exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment is referred to as the "Objectionable Items"). All matters affecting “Commitment Delivery Date.” During the Inspection Period, Purchaser shall negotiate an ALTA extended coverage proforma title to the Property insurance policy (including such endorsements as of the date of the applicable Commitment, except those specifically and timely objected to may be required 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 Purchaser) 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 Company (the “Monetary ExceptionsTitle Policy”). 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 set forth in Section 5.3 herein. Such Objectionable Items It shall be deemed cured or removed if Title Insurer issues a revised Commitment condition precedent to issuePurchaser’s obligation to proceed to Closing that, at Closing, a T-1 Owner's the Title Company shall issue the Title Policy of (or have given Purchaser at Closing an irrevocable and unconditional commitment in form reasonably satisfactory to Purchaser to issue such Title Insurance Policy after Closing) insuring, in the full amount of the Purchase Price 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 (i) proceed to Closing and waive the failure of such Property condition or (ii) terminate this Agreement by delivery of written notice to Seller on or prior to Closing, in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five which event (5i) days after Sellers’ receipt of 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 the Deposit shall be deemed returned to Purchaser, and (ii) neither party shall have elected not to 19 cure any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a termination of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:this Agreement.

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within Within five (5) days after Sellers’ the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted 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'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 Objectionable Items. If Sellers (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are unwilling not acceptable to Buyer in Buyer’s sole discretion, or unable (ii) the Survey to cure some be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or all (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 the Objectionable Itemsfact being referred to herein as a “Title Defect”), then Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within 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 either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt by 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 Sellers’ Election (or the expiration removal of the time period items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for Sellers such purpose): (w) all mechanics’, materialmen’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 make Sellers’ Election if 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 fails to send notice of Seller's Election) either:which may constitute a Lien.

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either: (a) to accept title to the Properties subject to the Objectionable Items which Sellers are unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.1; or (b) to terminate this Agreement in accordance with Article 14 hereof; provided however, that in the event that Seller elects to cure, or is required to cure pursuant to the terms of this Agreement, any Objectionable Item and fails to do so prior to Closing, such failure shall be a default by Seller and subject to the terms of Section 13.2 hereof. If Sellers have not received Buyer's Election within such five (5) day period, Buyer shall be deemed conclusively to have elected to accept title to the Properties in accordance with paragraph (a) above. At the applicable Closing, each Seller shall provide Title Insurer with a Title Affidavit in the form of Exhibit K attached hereto. Under no circumstances shall any Seller be obligated to give Title Insurer any certificate, affidavit, or other undertaking of any sort which would have the effect of increasing the potential liability of such Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder and giving the Title Insurer the Title Affidavit in the form of Exhibit K attached hereto.

Title Commitment. Sellers shall, within three Within twenty (320) business days after of the Effective Date, deliver or Seller shall cause Title Insurer to deliver, be issued to Buyer a title insurance commitment to insure fee issued by the Title Company, setting forth the status of title to the Real Property Golf Club and showing all encumbrances and other matters affecting the Golf Club (the "Commitment") with respect to each Propertyas endorsed, 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 DateCommitment”) and committing the Title Company 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 issue at Seller’s expense 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 set 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 ALTA owner’s policy in the amount of the Purchase Price (“Title Policy”). Simultaneously with delivery of the Title Commitment, Buyer and Buyer’s attorney shall be provided with copies of all documentary exceptions evidenced by the Title Commitment. Within the time period in which Buyer is permitted to review the Title Commitment, Buyer may also obtain, at Buyer’s expense, a survey of the Golf Club prepared by a licensed surveyor (the “Survey”). The “Title Agent” shall be Akerman LLP, as agent for such Property in favor the Title Company. If any matters of title are objectionable to Buyer, with such Objectionable Items having been removed as exceptions or insured over by Buyer will deliver to Title Insurer. Sellers shall notify Buyer, Agent within forty-five (545) days after Sellers’ the Effective Date, a written letter describing any objectionable matters of title. Seller shall have no obligation to expend any moneys or incur any liability to cure such objections, and Buyer’s sole remedy in the event that Seller fails or refuses to cure any such objection shall be to terminate this Contract within the Inspection Period. Seller shall respond to Buyer within ten (10) days after receipt of Buyer's notice ’s described objectionable matters of Objectionable Items, as to which Objectionable Items Sellers and/or Title Insurer are willing or able title if Seller intends to cure or remove such objections. Failure of Seller to respond within ten ("Seller's Election"); and if no such notice is given within such time period, Sellers 10) days to Buyer’s described objectionable matters of title shall be deemed to have elected not be a refusal by Seller to 19 cure any of the Objectionable Itemssaid objections. If Sellers are unwilling or unable Buyer fails to cure some or terminate this Contract within the Inspection Period, all of the Objectionable Itemstitle exceptions reflected in the Title Commitment or on the Survey, other than those which Seller may have elected or deemed to have elected to cure and other than monetary liens, shall be deemed Permitted Exceptions. Additionally, Buyer shallmay object in writing as to matters adverse to title that become of record after the effective date of the Title Commitment and, provided such objections are not cured by Seller before Closing, Buyer may, by delivery of written notice to Seller and as its sole remedy, terminate this Contract in which case Escrow Agent shall return the ▇▇▇▇▇▇▇ Money to Buyer, whereupon this Contract shall terminate and exclusive remedy in Buyer and Seller shall be relieved of further liability hereunder, except for such eventindemnification and other obligations as may, make an election in writing ("Buyer's Election")under the express terms hereof, within five (5) days after receipt by Buyer survive termination of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:this Contract.

Title Commitment. Sellers shall, within three Within five (35) business days after following the Effective Date, deliver or cause Title Insurer to deliver, Seller shall order a commitment for the issuance of an ALTA owner's title commitment to insure fee title to the Real Property insurance policy (the "Commitment") with respect issued by the Title Company showing the condition of title to each Propertythe Premises. If the Commitment discloses matters which are objectionable to Purchaser, together with a legible copy of each instrument that is listed as an exception in Purchaser, within ten (10) days following the date on which Purchaser received the Commitment, with the cost thereof shall deliver to be paid in accordance with Section 7.4 hereof. Buyer shall have until the Tranche 1 Approval Date [or Tranche 2 Approval DateSeller written notice of Purchaser's objections, as applicable] if any, to such matters (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 "Objectionable ItemsUnpermitted Exceptions"). All matters affecting title If Purchaser fails to the Property as of the date of deliver such written notice or objection to Seller within the applicable Commitmenttime period, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and Purchaser shall be deemed to have waived its right to object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." If Buyer timely notifies Sellers In the event that Purchaser shall so object to any such Unpermitted Exceptions, Seller shall notify Purchaser within ten (10) business days following the date of any Objectionable ItemsPurchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, Sellers mayor will be at or prior to Closing, but shall not removed from the Commitment or are or will be obligated to, cure or remove same; however, Sellers agree insured over by the Title Company pursuant to consult with Title Insurer an endorsement to the Commitment (satisfactory to purchaser and its lender) and in order to determine which Objectionable Itemssuch event, if anyreasonably 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 Insurer is willing Company. If Seller elects option (b) or fails to removenotify Purchaser that it has arranged to have the Unpermitted Exceptions removed or insured over within said ten (10) business day period, all with no action required on the part of Sellers. Anything in this Agreement to the contrary notwithstanding, Sellers Purchaser shall, prior to within ten (10) days after the applicable Closingend of said 10-day period, 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 elect either to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title by delivering written notice thereof within said ten (10) day period, in which event the Earn▇▇▇ ▇▇▇ey (and survey as set forth in Section 5.3 herein. Such Objectionable Items Additional Earn▇▇▇ ▇▇▇ey, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, or be deemed cured or 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 Title Insurer issues a revised Commitment reasonably required to issue, at allow the parties to prepare for Closing, the Closing Date shall be deferred to a T-1 Ownerdate mutually agreed upon by the parties. On the Closing Date, the Title Company shall issue an owner's Policy of Title Insurance title insurance policy in the amount of the Purchase Price for such Property in favor of Buyerpurchase price, with the standard exceptions deleted, but with such Objectionable Items having been removed additional endorsements as exceptions or insured over by Purchaser may order and pay for, subject only to the Permitted Exceptions (the "Title Insurer. Sellers shall notify Buyer, within five (5) days after Sellers’ receipt of 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 ElectionPolicy"); and if no such notice . It is given within such time periodunderstood by the parties that in the event that Purchaser does not order a Survey or that the Title Company, Sellers shall be deemed to have elected after reviewing the Survey, will not to 19 cure any of delete the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:standard

Title Commitment. Sellers shall, within three Within ten (310) business days after the Effective Datefiling of the Final Plat, deliver or Seller, at Seller’s sole cost and expense, shall cause Title Insurer to deliver, be delivered to Purchaser a current owner’s title policy commitment to insure fee title to the Real Property (the "“Commitment"”) with respect to each covering the Property, together with a legible copy issued by Republic Title of each instrument that is listed as an exception in the CommitmentTexas, 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 DateInc., as applicable] ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Suite 640, Fort Worth, Texas 76102 (the “Title Objection DateCompany”), binding the Title Company to issue the Policy (hereinafter defined) 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 Purchaser in the amount of the Purchase Price for Price, and accompanied by copies of all recorded documents relating to liens, restrictions, easements, rights-of-way, and other matters affecting the Property (the “Title Documents”). Purchaser shall give Seller written notice on or before the expiration of fifteen (15) days after it receives the last of the filed Final Plat, the Commitment, the Title Documents, and the Survey (hereinafter defined) (or any amendments, modifications or supplements to the filed Final Plat, the Commitment, the Title Documents, or the Survey that reflect matters, defects, conditions or exceptions not previously set forth in a prior version of the filed Final Plat, the Commitment, the Title Documents, and the Survey) that the condition of title as set forth in the Commitment is or is not satisfactory, and in the event Purchaser states that the condition is not satisfactory, Seller may promptly undertake to eliminate or modify all such Property unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable or unwilling to do so within ten (10) days after receipt of such written notice, Purchaser may, at its option, in favor addition to any other remedies, terminate this Contract by delivering written notice of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, termination to Seller within five (5) days after Sellers’ receipt the expiration of Buyer's notice the aforementioned ten (10) day period and receive a return of Objectionable Itemsthe Escrow Deposit without the necessity of any additional authorization, as to which Objectionable Items Sellers and/or Title Insurer are willing instructions or able to cure releases from either Seller or remove ("Seller's Election"); Purchaser, it being the express intention of Seller and if no Purchaser that this provision be self-operative. If such notice is not given by Purchaser to Seller within such time fifteen (15) day period, Sellers the condition of title and title exceptions as shown in the Commitment shall be deemed to have elected be acceptable (the “Permitted Exceptions”). Notwithstanding the foregoing, Purchaser shall not be required to 19 cure make any of the Objectionable Items. If Sellers are unwilling or unable objection to, and Seller shall be obligated to cure some and/or satisfy to the reasonable satisfaction of Purchaser, all matters shown on Schedule C to the Commitment, including, without limitation, any mortgage liens, mechanics and materialman’s liens not caused by the acts or omissions of Purchaser or its agents against the Property, any other liens against the Property that are in a liquidated amount and readily dischargeable, and any consensual liens or encumbrances agreed to by Seller without Purchaser’s consent on or after the Effective Date, all of which matters are hereby deemed to be unacceptable and which Seller shall be required to have satisfied at or prior to the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:Closing.

Title Commitment. Sellers 4.1.1 Purchaser shall, at Purchaser’s cost and expense, instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for the Property, along with legible copies of all documents referenced in said title commitment (the “ Title Commitment”) to Purchaser and Seller within three ten (310) business days after the Effective Date, deliver or cause Date such that Purchaser shall obtain an owner’s policy of title insurance (the “Title Insurer to deliver, a title commitment to insure fee Policy”) insuring title to the Real Property Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to expiration of the Due Diligence Period. Prior to the expiration of the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the Land prepared by a licensed surveyor to the extent required by Purchaser or will be required by the Escrow Agent in connection with its issuance of the Title Policy (the "Commitment") with respect to each Property, together “Survey”). Purchaser shall provide the Escrow Agent and Seller 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 Survey. 4.1.2 Purchaser shall have until the Tranche 1 date that is ten (10) business days prior to the Approval Date [or Tranche 2 Approval Date, (as applicable] (defined in Section 4.3 below and herein also referred to as the “Title Objection Date”) in which to examine same and provide Seller written notice (the “Title Notice”) of any objections (“Objections”) Purchaser may have to any defects of title disclosed in the Title Commitment or Survey; provided, however, that, except as provided in Section 4.1.3 below, Purchaser expressly agrees that Seller shall have no obligation whatsoever to cure or attempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the cure of an Objection identified in Purchaser’s Title Notice, then Seller shall have until the date that is five (5) business days after Seller’s receipt of the Title Notice to notify Sellers Purchaser in writing of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"those Objection(s). All matters affecting title to the Property as of the date of the applicable Commitment, 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 Seller agrees to removeattempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, all with no action required on within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the part same has not been cured by Closing, Seller shall have the right to extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure of Sellerssuch Objection. Anything in this Agreement If Seller fails within such cure period to cure the contrary notwithstandingObjections, Sellers shall, or if prior to the applicable Closing, expiration of such cure period Seller elects or is deemed to have elected not to cure any monetary liens Objections, Purchaser may either elect to (i) proceed to Closing and other liens of an ascertainable amount created waive any uncured title objections, 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 ii) terminate this Agreement pursuant by written notice to this Article except with respect Seller (A) on or prior to subsequent matters affecting title and survey as set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment the first to issue, at Closing, a T-1 Owner's Policy occur of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within (x) five (5) days after Sellers’ receipt the expiration or earlier termination of Buyer's notice the cure period and (y) the Date of Objectionable ItemsClosing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), as or (B) prior to which Objectionable Items Sellers and/or Title Insurer are willing the Approval Date pursuant to Section 4.4 below (in the event Seller elects 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 Objectionable Items. If Sellers are unwilling or unable attempt to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"cure), within five in which event the Escrow Agent shall refund the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and the parties thereafter shall have no further obligations under this Agreement, except as specifically survive such termination. 4.1.3 Notwithstanding the foregoing, Seller agrees to satisfy and cause to be released of record the following (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:“Must-Cure Objections”):

Title Commitment. Sellers shall, within three (3) business days after Promptly following the Effective Date, deliver or Purchaser shall request that Escrow Agent cause Title Insurer to deliver, a title commitment to insure fee the title to the Real Property to be examined, and, to arrange for the issuance to Purchaser of a written commitment for the 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, encumbrances, restrictions, easements or other title defects, matters or exceptions which render title unmarketable or otherwise prohibit its continued operation as a multifamily project (the "Commitment") with respect “Unacceptable Title Exceptions”), then Seller shall undertake to each Propertyremedy or eliminate any such Unacceptable Title Exceptions, together with at the sole cost and expense of Seller, in a legible copy of each instrument manner reasonably satisfactory to Purchaser; provided that is listed as an exception in the Commitment, with the cost thereof to be paid in accordance with Section 7.4 hereof. Buyer Purchaser shall have until given Seller written notice of any such Unacceptable Title Exceptions within fifteen (15) calendar days following its receipt of the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] title commitment (the “Title Objection DateExamination Period”) which shall remain subject to examine same and to notify Sellers in writing of its objections to a title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All continuation for new matters affecting reflected on any title to the Property update as of the date of closing. Notwithstanding the applicable Commitmentforegoing, except those specifically Seller shall have the obligation, at its sole cost and timely objected 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 the Unacceptable Title Exceptions prior to the scheduled Closing, then at Purchaser's sole election, within fifteen (15) days of receipt of Seller’s notice of its inability to remedy the Unacceptable Title Exceptions, Purchaser shall have the right to i) terminate this Agreement and Escrow Agent shall promptly refund to Purchaser the full amount of the Deposit, ii) extend the Closing by Buyer such reasonable amount of time reasonably necessary to allow Seller to remedy or eliminate the Unacceptable Title Exceptions, or iii) the parties shall proceed to Closing pursuant to the terms of this Agreement in accordance with this Sectionand subject to the terms and conditions hereof, shall be deemed approved by Buyer and 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 four (4) business days of its receipt thereof shall be deemed to be "Permitted an election by Seller to undertake to remedy or eliminate such Unacceptable Title 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:

Title Commitment. Sellers shallSeller shall obtain and furnish Purchaser and its counsel a commitment for title insurance (hereinafter referred to as the “Commitment”), with respect to the Property together with true and legible copies of all items referred to as exceptions in such Commitment within three ten (310) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee date of Seller’s execution of this Agreement. The Commitment shall be dated no earlier than this Agreement and shall show title to the Real Property (to be in Seller’s name. Purchaser shall approve or disapprove the "Commitment") with respect exceptions to each Propertytitle prior to the end of the Feasibility 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, together with a legible copy Purchaser shall be deemed to have approved the exceptions to title set forth in the Commitment 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 each instrument 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, then Purchaser shall, prior to the expiration of the Feasibility Study Period, notify Seller in writing of such fact. Seller may, but shall not have any obligation to, then undertake to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Purchaser. In the event Seller delivers written notice to Purchaser that it is listed as an exception unwilling or unable to eliminate or modify such unacceptable exceptions to the satisfaction of Purchaser after notice of such unacceptable items, Purchaser may, at its option, terminate this Agreement by written notice to Seller, or Purchaser may accept title to the Property in the condition set forth in the Commitment, with the cost thereof to elimination of such unacceptable matters as have been obtained, provided that in such event no adjustment shall 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 "Objectionable Items"). All matters affecting title made to the Property as purchase price. If Purchaser proceeds to close the purchase of the date of Property, then all matters shown as exceptions to Seller’s title in the applicable Commitment, except those specifically and timely Commitment (other than ones that have been objected to by Buyer in accordance with this SectionPurchaser and have been cured by Seller), 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause Title Insurer to deliver, Purchaser has received a title commitment to insure fee title to the Real Property (the "Title Commitment") with respect to each Property), together with a legible copy of each instrument that is listed as an exception in the Commitmentdated June 20, 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 Date1997, issued by North Shore Abstract Ltd., as applicable] agent for Chicago Title Insurance Company (the “"Title Objection Date”) to examine same and to notify Sellers in writing of its objections to Company"), for an owner's title insurance policy (all items so objected to being hereinafter referred to as the "Objectionable ItemsTitle Policy"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 ALTA Owner's Policy of Title Insurance Form 10-17-92, in the full amount of the Purchase Price. Seller shall take all reasonably necessary actions within Seller's reasonable control (subject to subparagraph 7(e) below) to cause the Title Company to issue the Title Policy, subject only to the Permitted Exceptions (as such term is defined herein). As a condition precedent to Purchaser's obligation to close the transaction described in this Agreement, the commitment shall be later-dated to cover the Closing, and the Title Company shall deliver the Title Policy (or a "marked-up" commitment therefor) to Purchaser concurrently with the Closing. Should the Title Commitment, as the same may be later-dated, indicate the presence of any matters other than the Permitted Exceptions that render unmarketable or uninsurable the title to such Project, such matters shall be considered "Defects," and the cure provisions set forth in Subparagraph (e) below shall apply. For purposes hereof, the term "Permitted Exceptions" shall mean (i) all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to title that are set forth on Schedule E hereof, and which are not marked "omit" on said Schedule E, (ii) all matters of title disclosed on that certain survey dated April 29, 1992 prepared by Bohn & Bonacci, P.C. as ▇▇▇ nu▇▇▇▇ ▇20248, and (iii) that certain restrictive covenant which shall be incorporated in the Deed and which shall prohibit the use of the Building as a refrigerated or frozen food facility by operators primarily engaged in the wholesale warehousing, storing and/or distributing of refrigerated or frozen foods for a period of ten (10) years commencing upon the expiration or sooner termination of the term of the New Lease including the five year option period, if Tenant's option is duly exercised. The covenant shall not restrict or prohibit any use of the Building by an operator primarily engaged in retail sales and sales to the general public; use of the Building as a supermarket or wholesale club shall be deemed a retail use, including without limitation, any such use by Waldbaum's, Grand ▇▇▇▇▇, ▇&P, B.J.'s, and Price for such Property in favor of BuyerClub. Ad▇▇▇▇onally, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within any operator using no more than five (5%) days after Sellers’ receipt percent of Buyer's notice the rentable square footage of Objectionable Itemsthe Building for refrigerated or frozen food storage (excluding glass, as to retail refrigeration or freezer cases, 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 permitted without limitation) shall not be deemed to have elected not to 19 cure any in violation of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:this covenant.

Title Commitment. Sellers shall, within three (3) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 set 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 in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within Within five (5) days after Sellers’ the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions (to the extent Buyer complies with the necessary requirements to remove them such as obtaining an appropriate ALTA survey) and all other exceptions except for (i) exceptions which, under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted 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'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 Objectionable Items. If Sellers (i) any update to the Title Commitments reflect any exceptions to title other than Permitted Liens which are unwilling not acceptable to Buyer in Buyer’s sole discretion, or unable (ii) the Survey to cure some be obtained by Buyer pursuant to this Section discloses anything not acceptable to Buyer in Buyer’s sole discretion, or all (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 the Objectionable Itemsfact being referred to herein as a “Title Defect”), then Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within 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 either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall, within ten (10) days after receipt by 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 Sellers’ Election (or the expiration removal of the time period items it notifies Buyer that it will cure (the “Agreed Upon Title Defects”). Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for Sellers such purpose): (w) all mechanics’, materialmen’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 make Sellers’ Election if the Closing Date (x) all mortgages, security deeds, and other security instruments, except for the Existing Mortgages, (y) all Taxes due and payable, and (z) all judgments against the Seller fails to send notice of Seller's Election) either:which may constitute a Lien.

Title Commitment. Sellers shallBuyer acknowledges that Seller, within three at its sole cost and expense, has delivered to Buyer (3and Buyer has otherwise received for the Intermarket Property) business days after a commitment for an ALTA Standard Coverage Owner’s Policy of Title Insurance for each of the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to Properties (excepting the Real Property (the "Commitment"Phase II Property) with respect to each Property, together with a legible copy of each instrument that is listed as an exception in the Commitmentfull amount of the respective purchase prices (collectively, 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 DateCommitment”) 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 "Objectionable Items"). All The Title Commitment shall show all matters affecting title to the Property as Properties including all exceptions, easements, restrictions, rights- of-way, covenants, reservations and other conditions or encumbrances affecting the Properties and shall provide legible copies of all recorded documents constituting such exceptions. Prior to expiration of the date of the applicable Commitment, 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 Due Diligence Period (the “Monetary Exceptions”as defined below). If Sellers and/or Title Insurer does cure or remove all such Objectionable Items, Buyer shall have no further right provide written notice to terminate this Agreement pursuant to this Article except with respect to subsequent matters affecting title and survey as set forth Seller of any matter contained in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if the Title Insurer issues a revised Commitment to issuewhich Buyer objects. Seller acknowledges that ▇▇▇▇▇ has provided such written objections to the Title Commitment for all Properties (but for the Intermarket Property, at Closing, a T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers which Buyer shall notify Buyer, submit to Seller within five (5) days after Sellers’ receipt of execution of this Agreement). Within fifteen (15) days following execution of this Agreement, Seller, in its sole discretion, shall (a) use its good faith efforts to remove or cure any such matter, or (b) notify Buyer that it cannot or will not remove such matter. In the event Seller cannot or will not remove any such matter, Buyer may elect to either waive such matter or terminate this Agreement (in which case the ▇▇▇▇▇▇▇ Money and any interest accrued thereon will be returned to Buyer's notice of Objectionable Items, as ). Any matters contained in the Title Commitment to which Objectionable Items Sellers and/or Title Insurer are willing ▇▇▇▇▇ does not timely object or able to cure or remove ("Seller's Election"); and if no such notice is given within such time period, Sellers which have been waived by Buyer shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:“Permitted Exceptions”.

Title Commitment. Sellers shall, within three (3a) business days after the Effective Date, deliver or cause Title Insurer to deliver, Purchaser has obtained a title commitment covering the Property (the “Title Commitment”) from the title insurance company identified in Line 7 of the Summary Statement written on behalf of First American Title Insurance Company (the “Title Company”). (b) Purchaser and Seller agree that the following are permitted exceptions to insure fee title (the “Permitted Exceptions”): the matters set forth on the Schedule of Permitted Exceptions attached hereto as Schedule 5 and by this reference made part hereof. (c) For purposes of this Agreement, all title exceptions that are not Permitted Exceptions are “Unpermitted Exceptions.” Purchaser hereby objects to all Unpermitted Exceptions. Seller shall have the right but not the obligation to extend the Closing Date for a period of up to fifteen (15) days (the expiration of such fifteen (15) day period, the “Title Clearance Date”) in order to have all title exceptions other than Permitted Exceptions (collectively, the “Unpermitted Exceptions”) cured and removed from title to the Real Property, subject to Seller’s mandatory cure obligations set forth below. If Seller fails on or before the Title Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Exceptions have been cured and removed from title to the Real Property (the "Commitment") with respect to each Property, together with a legible copy of each instrument that is listed as an exception in the Commitment, or will be cured and removed from title concurrently with the cost thereof Closing), Purchaser shall have the option in its sole and absolute discretion to either (i) 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), or (ii) proceed with Closing, in which case, the Purchase Consideration 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 which were caused or permitted by Seller, and which may be cured by payment of a liquidated amount (other than any existing mortgage loan(s) and mezzanine loan(s) (collectively, the “Existing Loans”). Seller shall be obligated in all events to pay in full at or before Closing the outstanding principal and interest of all of Existing Loans. (d) Notwithstanding the foregoing, Seller is obligated to pay at or before Closing and remove of record, all Existing Loans, all mechanics’ liens that are not created by or through the affirmative acts or omissions of Purchaser, all due and payable tax liens, and all such other liens and encumbrances as may be satisfied by the payment of a liquidated amount. Seller shall use, and Seller hereby authorizes and instructs Escrow Agent to disburse, the cash portion of the Purchase Price to effectuate the termination, re-conveyance and release of all liens and other encumbrances required to be paid and released by Seller in accordance with the provisions of this Section 7.4 hereof5. (e) Purchaser may request, at Purchaser’s expense, an ALTA as built survey (“Survey”) of the Property. Buyer shall have until On or before earlier of: (i) that date that is twenty (20) days after the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] receipt by Purchaser of the Survey (the “Title Survey Objection Date”) or the date that is twenty (20) days prior to examine same and to the Scheduled Closing Date, Purchaser will notify Sellers Seller in writing of its objections (the “Survey Exception Notice”) as to title (all items so objected those matters reflected in the Survey which it will not accept. If Purchaser fails to being hereinafter referred to as provide Seller the "Objectionable Items"). All Survey Objection Notice on or before the Survey Objection Date, the matters affecting title to reflected in the Property as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and Survey shall be deemed to be "Permitted Exceptions." Exceptions and Purchaser shall be deemed to have waived its right to object to such exceptions. If Buyer timely notifies Sellers Purchaser delivers a Survey Exception Notice, Seller shall have until three (3) days after its receipt of any Objectionable Itemsthe Survey Exception Notice (“Seller’s Response Date”), Sellers may, but shall not be obligated to, within which to notify Purchaser in writing of its intention to attempt to remove or otherwise 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 Closing the disapproved matters reflected on the Survey (the “Monetary Disapproved Survey Exceptions”). If Sellers and/or Title Insurer for any reason, by the Seller’s Response Date, Seller 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 set 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 in favor of Buyer, not provide Purchaser with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyernotice, within five (5) days after Sellers’ receipt of 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 Seller shall be deemed to have elected to not remove or otherwise cure such Disapproved Survey Exceptions. Upon written notice to 19 cure any Purchaser, Seller’s shall have the right but not the obligation to extend the Closing Date for a period of up to fifteen (15) days (the Objectionable Items. If Sellers are unwilling or unable expiration of such fifteen (15) day period, the “Survey Clearance Date”) in order to cure some all Unpermitted Survey Exceptions, or all of the Objectionable Items, Buyer shall, as if requested by Purchaser in its sole and exclusive remedy in such eventabsolute discretion, make an election in writing to have the Title Company commit to insure Purchaser and Purchaser’s lender ("Buyer's Election"if any), within five (5) days after receipt at Seller’s expense, against any and all loss or damage that may be occasioned by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if any such Unpermitted Survey Exceptions. If Seller fails on or before the Survey Clearance Date to send demonstrate to Purchaser’s sole satisfaction that the Unpermitted Survey Exceptions have been cured, Purchaser shall have the option in its sole and absolute discretion to either accept the Survey without curing the Unpermitted Survey Exceptions or to terminate this Agreement by written notice to Seller and Escrow Agent, in which case the parties hereto shall have no further obligations hereunder (except for obligation that are expressly intended to survive termination of Seller's Electionthis Agreement). (f) either:Seller shall execute and deliver the title affidavit pursuant to Section 9(a)(iv), remove Unpermitted Exceptions and Unpermitted Survey Exceptions pursuant to this Section 5 above, and cooperate with Purchaser to obtain the Title Policy in form and substance reasonably satisfactory to Purchaser.

Title Commitment. Sellers shall, within three (3a) business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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 Seller shall have until the Tranche 1 Approval Date [or Tranche 2 Approval Date, as applicable] (the “Title Objection Date”) to examine same convey good and to notify Sellers in writing of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting indefeasible title to the Property as of the date of the applicable Commitment, 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 set forth in Section 5.3 herein. Such Objectionable Items shall be deemed cured or removed if Title Insurer issues a revised Commitment to issue, Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and obtain from ▇▇▇▇▇▇▇ Title Guaranty Company (“Title Company”) a T-1 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 until the date which is seven (7) days prior to Closing to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 3.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within two (2) 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 amount of Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Purchase Price for Title Objection Letter), then Purchaser shall have the right to either (i) waive any such Property title objection in favor of Buyer, with writing and proceed to Closing (in which event 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 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 waived title objection shall be deemed to have elected not to 19 cure any of the Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shallbe a “Permitted Encumbrance”, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"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”. (b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within five three (53) days after receipt by Buyer of Sellers’ Election any such update to the Title Commitment 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 the expiration bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the time period Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging (i) any Unacceptable Encumbrances that arise as a result of Seller’s intentional acts, (ii) any mortgages or deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller is unable, unwilling or for Sellers to make Sellers’ Election if Seller any reason fails to send eliminate or modify all of the Unacceptable Encumbrances to the reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages 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 Closing Date. Upon a termination of this Agreement pursuant to the immediately preceding sentence, upon prior written notice to Seller's Election) either:, neither party shall have any further obligation hereunder except for the Surviving Obligations.

Title Commitment. Sellers shallTenant, at Tenant’s expense and within three sixty (360) business days after following the Effective Date, deliver or cause Title Insurer to deliver, may obtain an ALTA leasehold title commitment (the “Commitment”) covering the Leased Premises and issued by a title commitment to insure fee title to the Real Property (the "Commitment") with respect to each Property, 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] insurance company selected by ▇▇▇▇▇▇ (the “Title Objection DateCompany”) to examine same and to notify Sellers in writing ), together with copies of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting title to the Property as of the date of the applicable Commitment, 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 Itemsinstruments, if any, Title Insurer is willing referred to remove, all with no action required on in the part of SellersCommitment as exceptions to title. 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 Tenant shall have a period (the “Monetary ExceptionsTitle Review Period”). 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 set 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 ) ending on the amount of the Purchase Price for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Sellers shall notify Buyer, within five date twenty (520) days after Sellers’ receipt of Buyer's notice the latter of Objectionable Itemsthe Survey and the Commitment to review and approve the Commitment and Survey. If any exceptions appear in the Commitment or any matters are disclosed by the Survey which are objectionable to Tenant, as Tenant shall, within the Title Review Period, notify Landlord, in writing, of such fact. If Tenant does not object to which Objectionable Items Sellers and/or the matters disclosed by the Commitment or the Survey within the Title Insurer are willing or able to cure or remove ("Seller's Election"); and if no such notice is given within such time periodReview Period, Sellers Tenant shall be deemed to have elected not approved the matters disclosed by the Commitment and the Survey and such matters shall be included in the term “Permitted Exceptions” as used herein (which term shall also include all other title and survey matters expressly permitted by the provisions of this Lease). In the event Tenant objects to 19 matters disclosed by the Commitment or the Survey within the Title Review Period, then: (a) Landlord shall, without the obligation to expend funds, cooperate with Tenant as reasonably necessary to cure such objections to the satisfaction of Tenant as expeditiously as possible but in any event prior to the end of the Objectionable Items. If Sellers are unwilling or unable Feasibility Period; or (b) In the event Landlord fails to cure some or all clear the title of the Objectionable Itemsmatters to which Tenant objects within the allotted time, Buyer shallTenant may, as in its sole discretion, elect to (x) terminate this Lease by delivery of written notice thereof to Landlord, in which case this Lease shall be of no further force and exclusive remedy effect, or (y) clear the title of the defects and objections so specified, or (z) waive such objection. (c) Notwithstanding the foregoing, in such eventthe event Tenant objects to a title or Survey matter, make an election in writing Landlord may, by notice given within twenty ("Buyer's Election"), within five (520) days after receipt by Buyer of Sellers’ Election such objection, refuse to cure such objection, and shall have no liability to Tenant relating to the same. In that event, Tenant shall, in its sole discretion, elect options (x), (y), or (z) as set forth in the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:immediately preceding subparagraph.

Title Commitment. Prior to the Contract Date, Sellers shall, within three ordered (3) business days and promptly after the Effective Date, receipt of the same shall deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the Real Property (the "Commitment"Buyer) with respect to each Property, 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] commitments (the “Title Objection DateCommitments”) issued by Land Services USA, Inc. (“Escrow Agent”), as agent for First American Title Insurance Company (the “Title Company”), having its office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇, phone: (▇▇▇) ▇▇▇-▇▇▇▇, e-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, for ALTA, TLTA or other coverage available in the State where an Individual Property is located, as applicable, owner’s title insurance policies with respect to examine same the Land and Improvements (such policies (including extended coverage in the event Buyer provides such surveys as are required by the Title Company), the “Title Policies”), together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitments. It shall be a condition precedent to notify Sellers Buyer’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policies, or have irrevocably committed in writing to issue to Buyer the Title Policies, each of its objections to title (all items so objected to being hereinafter referred to as the "Objectionable Items"). All matters affecting title to the Property which Title Policies shall be dated as of the date of the applicable Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer recordation of each Deed 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 insure 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 set 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 portion of the Purchase Price allocated to the respective Individual Property, and which shall show Buyer as the fee simple owner of the applicable Land and the Improvements, subject only to the applicable Permitted Exceptions. If the foregoing condition precedent is not satisfied on the Closing Date for any reason other than the actions or omission of Buyer that constitute a default hereunder, then Buyer may elect to either (i) proceed to Closing and waive the failure of such Property condition, or (ii) terminate this Agreement by delivery of written notice to Sellers on or prior to Closing, in favor of which event (a) the Deposit shall be returned to Buyer, with such Objectionable Items having been removed as exceptions and (b) neither party shall have any further liabilities or insured over by Title Insurer. Sellers obligations hereunder except for those liabilities and obligations that expressly survive a termination of this Agreement; provided that, if the condition is not satisfied due to Seller’s default, then Buyer shall notify Buyer, within five (5) days after Sellers’ receipt of 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy remedies provided in such event, make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the time period for Sellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either:Section 16.1 hereof.

Title Commitment. Sellers shallBuyer shall obtain, within three (3) business days after no later than the Effective Date, deliver or cause Title Insurer to deliverend of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy or policies of title commitment insurance in a form acceptable to insure fee title to Buyer, which is not conditioned on the Real Property performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (the "“Commitment") with respect ”). Buyer shall deliver the Commitment to each Property, Seller together with a legible copy of each instrument letter from Buyer to Seller stating that is listed as an exception the exceptions to title reflected in the Commitment, Commitment are approved by Buyer. If Buyer does not provide Seller with the cost thereof 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 paid in accordance with Section 7.4 hereofdeemed approved. Seller shall have no duty to cure, and Buyer shall have until not be entitled to any offset or credit against the Tranche 1 Approval Date [or Tranche 2 Approval DatePurchase Price due to, as applicable] (any defect in 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 "Objectionable Items"). All matters affecting title to the Property as or any condition or aspect of the date of the applicable CommitmentProperty, to which Buyer may object, except those specifically as may be agreed by Seller in writing, in its sole and timely objected 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 (“Seller Liens”), other than liens for taxes or assessments to by the extent accruing on or after the Closing or liens created by, or resulting from the 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 accordance with this Section, shall be deemed approved by favor of 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 cured by 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”)Closing Date. If Sellers and/or Title Insurer does such cure or remove all such Objectionable Itemsis not accomplished by the Closing Date, 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 set 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 in favor of Buyer, 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 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 Objectionable Items. If Sellers are unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Buyer, or waive such eventobjection and complete the Closing subject to such exception, make an election in writing ("Buyer's Election")provided that if Seller refuses to remove a Seller Lien at Closing, within five (5) days after receipt by Buyer of Sellers’ Election (or shall have the expiration right to instruct the Title Company, as escrow agent, to apply a portion of the time period for Sellers Purchase Price sufficient to make Sellers’ Election if discharge such Seller fails to send notice of Seller's Election) either:Lien at Closing.