Common use of Title Commitment Clause in Contracts

Title Commitment. 3.5.1 Within five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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.

Title Commitment. 3.5.1 Within five (5a) days after the ROFO (RM) Parties acknowledges receipt of the Commonwealth Title Commitment. If the ROFO (RM) Parties elect to use a title company other than Commonwealth Land Title Insurance Company, prior to the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, the ROFO (RM) Parties shall order through have ordered from the Closing Agent and Title Company a title company of its choice (the “Title Company”), a insurance commitment for title insurance an Owner’s Title Insurance Policy (the “Title Commitment”), setting forth . If the status of title ROFO (RM) Parties elect to the use Commonwealth Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser Insurance Company as the named insured and showing Title Company, within two (2) Business Days after the Purchase Price as Effective Date, the policy amountROFO (RM) Parties shall order from the Title Company an update to said Commonwealth Title Commitment. Purchaser shall, no later than twenty (20ten (10) days prior Prior to the expiration of the Due Diligence Evaluation Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection LetterDate”), the ROFO (RM) Parties shall notify MC Owner in writing of any (i) exceptions to title to the Real Property raised by the Title Company if the ROFO (RM) Parties deems same unacceptable (“Title Objections”) and (ii) Survey Objections. Purchaser’s failure to timely object to In the event MC Owner does not receive notice of any such title matters shall Title Objections or Survey Objections by the Title Objection Date, the ROFO (RM) Parties will be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as have accepted the term is hereinafter defined. If Purchaser timely objects exceptions to any item title set forth in the Title Commitment, then Seller and such exceptions shall have constitute “Permitted Exceptions”, and all matters shown on the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved itemUpdated Survey. TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE TITLE OBJECTION DATE. 3.5.2 Seller shall have until 5:00 p.m. on (b) By the date (the “New Objection Date”) which is ten (10five five (5) days Business Days after receipt the ROFO (RM) Parties’ counsel receives notice of any new exception to title to the Real Property recorded in the land records or arising after the effective date of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections Commitment and prior to the title matters in a manner acceptable Closing (or as promptly as possible prior to Purchaserthe Closing if such notice is received with less than five (5) Business Days prior to the Closing) which is objectionable according to the Connecticut Bar Association Standards, the ROFO (RM) Parties shall provide MC Owner with written notice of its objection to such new exception if the ROFO (RM) Parties deem same unacceptable (“New Title Objection”). If Seller elects TIME SHALL BE OF THE ESSENCE WITH RESPECT TO THE NEW OBJECTION DATE. In the event MC Owner does not to curereceive the New Title Objection by the New Objection Date, or fails to timely respond to Purchaser’s objections, Seller shall the ROFO (RM) Parties will be deemed to have elected accepted the applicable exceptions to title set forth on any applicable update to the Title Commitment as Permitted Exceptions. (c) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which MC Owner is obligated to pay and discharge will be credited against the Redemption Property Value (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not to curebe deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: such items shall not be Title Objections if (i) terminate this Agreement the personal property covered by delivering such security interests are no longer in or on the Real Property; (ii) such personal property is the property of a Tenant, and MC Owner executes and delivers an affidavit to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchasersuch effect; or (iiiii) waive the security interest was filed more than five (5) years prior to the Closing Date and was not renewed; and in writing its addition, as a result thereof or otherwise, the Title Company omits such security interest as an exception from the Title Commitment. (d) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by MC Owner, MC Owner shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing to be applied to satisfy such lien at Closing, or MC Owner provides an indemnity from MCRLP in form and substance satisfactory to the Title Company, the Title Company omits the lien as an exception from the Title Commitment without additional premium or cost to the ROFO (RM) Parties, and the ROFO (RM) Parties’ lender does not object to such omission based on such indemnity and a credit is given to the ROFO (RM) Parties for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against MC Owner or any former owner of the Real Property, that may be a lien against the Real Property on the Closing Date, shall be an objection to title if the disapproved itemsTitle Company insures against collection thereof from or out of the Real Property and/or the Improvements, which shall then become Permitted Exceptionand provided further that MC Owner deposits with the Title Company a sum reasonably sufficient to secure a release of the Real Property from the lien thereof or an indemnity agreement reasonably satisfactory to the Title Company, the Title Company omits the lien as an exception from the Title Commitment and the ROFO (RM) Parties’ lender does not object to such omission based on such indemnity agreement. Purchaser’s failure If any such tax issue is not resolved within sixty (60) days of after Closing, the Title Company shall, at the ROFO (RM) Parties’ direction use any escrowed funds to timely satisfy such tax. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same as or similar to that of MC Owner, MC Owner will deliver to Seller the ROFO (RM) Parties and Closing Agent a written notice of termination the Title Company an affidavit stating that such judgments, bankruptcies or waiver of its objection other returns do not apply to MC Owner, and, so long as the Title Company omits the same as an exception from the Title Commitment without additional premium or cost to the disapproved items ROFO (RM) Parties, such search results shall not be deemed to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted ExceptionsTitle Objections.

Title Commitment. 3.5.1 Within five Seller has ordered (5and upon receipt shall deliver to Buyer ) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company an update of its choice (the “Title Company”), a that certain commitment for title insurance dated April 17, 1997 under No. ABC568975 (NBU File No. 970954) ("Title Commitment") covering the Property from Chicago Title Insurance Company (which company, in its capacity as title insurer hereunder, is herein called the "Title Company"), together with copies of all exceptions to title referenced thereto. In addition, Seller has delivered to Buyer a survey of the Property dated May 21, 1997, prepared by F▇▇▇▇▇▇ & Halbe Engineering Company, which survey shall be certified to Buyer and Title Company ("Survey"). If Buyer shall fail to deliver written notice ("Title Objection Notice") setting forth those title and survey matters to which Buyer objects on or before the date which is fifteen (15) days after its receipt of the Title Commitment and the Survey (the “"Title Commitment”Review Period"), setting forth Buyer shall be deemed to have approved the status exceptions to title shown on the Preliminary Title Report and the matters disclosed on the Survey. Within seven (7) days after Seller's receipt of title to Buyer's Title Objection Notice, Seller shall inform Buyer whether the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser Seller shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver Period, cure those title and survey matters contained in Buyer's Title Objection Notice (it being acknowledged by Buyer that Seller shall not be obligated to Seller expend any monies or execute any affidavits or certificates in writing order to cure any objections of said title and survey matters). Approval by Buyer of any additional exceptions to title or survey matters shown in disclosed after the end of the Title Commitment Review Period shall be a condition precedent to Buyer's obligation to purchase the Property (the “Title Objection Letter”Buyer hereby agreeing that such approval shall not be unreasonably withheld). Purchaser’s failure to timely object to Unless Buyer gives written notice that it disapproves any such additional exceptions to title matters shall be deemed or survey matters, stating the exceptions so disapproved, on or before the sooner to constitute Purchaser’s approval occur of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) 5 business days after receipt of written notice thereof or the Title Objection Letter (the “Title Cure Notice Closing Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller Buyer shall be deemed to have elected approved said exceptions or survey matters. If for any reason, on or before the Closing Date Seller does not cause such exceptions to curetitle or survey matters which Buyer disapproves (to the extent Buyer is permitted hereunder to so disapprove) to be removed at no cost or expense to Buyer (Seller having the right but not the obligation to do so), the obligation of Seller to sell, and Buyer to buy, the Property as herein provided shall terminate (and Seller and Buyer shall have no further obligations in connection herewith). Buyer shall have the option to waive the condition precedent set forth in this paragraph 4A(1) by notice to Seller. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report which event Purchaser mayare not timely objected to by Buyer, at any time before expiration of are herein called the Due Diligence Period, either: "Permitted Exceptions". The term "Permitted Exceptions" shall additionally include (i) terminate this Agreement any title matters objected to by delivering to Seller Buyer, which objections are subsequently waived in writing by Buyer, and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection any title matters objected to the disapproved itemsby Buyer, which shall then become Permitted Exception. Purchaser’s failure objections are cured to timely deliver to Seller and Closing Agent 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 ExceptionsBuyer's satisfaction.

Title Commitment. 3.5.1 Within five (5) days after To the Effective Dateextent not previously obtained by Purchaser, Closing Agent, at Purchaser’s sole cost and expense, Purchaser shall order through (provided that Seller shall only be responsible for the costs associated with preliminary title reports) Title Reports sufficient for Purchaser to obtain a commitment issued by the Title Company providing for the issuance at the Closing Agent to Purchaser of an ALTA Owner’s Policy (Form 6-17-06) to insure the Real Property to be conveyed hereunder, in the amount of the Purchase Price, with deletion of all general or standard exceptions, with such other endorsements (“Endorsements”) as may be reasonably requested by Purchaser and a title company available in the State of its choice Oregon (the “Title CompanyCommitments”), a commitment for title insurance together with copies of all documents (the “Title CommitmentPapers”) referred to in the Title Reports. Purchaser shall notify Seller in writing (“Purchaser’s Title Notice”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insuranceif at all, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior on or before to the expiration of the Due Diligence Period deliver to Seller in writing Contingency Period, of any Title Defects or other objections to matters shown in any of the Title Commitment Reports, Title Commitments, Title Papers or Surveys (the “Title Objection LetterEvidence”). Seller shall have a period of five (5) business days (“Seller’s Notice Period”) following delivery of Purchaser’s failure Title Notice to timely object Seller to notify Purchaser in writing (“Seller’s Response Notice”) as to which Title Defects Seller shall cause prior to Closing to be cured and removed or insured over by the Title Company. Purchaser’s Title Notice must be delivered to Seller, if at all, on or before the expiration of the Contingency Period. Any matters which are expressly disclosed by the Title Evidence and are not objected to by Purchaser in Purchaser’s Title Notice shall be “Permitted Exceptions.” If Seller does not agree to cure and remove all Title Defects in a manner reasonably satisfactory to Purchaser then Purchaser may elect, by written notice to Seller and Escrowee, within five (5) business days after the expiration of Seller’s Notice Period, to (A) terminate this Agreement, in which event the Deposit, and if applicable, the Additional Deposit, shall be refunded to Purchaser, this Agreement shall become null and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement), or (B) proceed to close this transaction without any such title matters deduction to the Purchase Price, in which event the Title Defects that Seller does not agree to cure or remove shall be deemed to constitute Purchaser’s approval of same, and such shall then become a be additional Permitted Exception, as the term is hereinafter definedExceptions. If Purchaser timely objects to any item set forth in the Title Commitment, then does not notify Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five and Escrowee within five (5) business days after receipt the expiration of the Title Objection Letter Seller’s Notice Period that Purchaser elects to proceed in accordance with subsection (the “Title Cure Notice Date”B) to agree in writing to cure before Closingabove, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller then Purchaser shall be deemed to have elected not to cureterminate this Agreement, in which event Purchaser maythe Deposit, at any time before expiration of and if applicable, the Due Diligence PeriodAdditional Deposit, either: (i) terminate shall be refunded to Purchaser, this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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 Exceptionsnull and void (except for those provisions that expressly survive the termination of this Agreement) and the parties shall have no further obligations hereunder (except pursuant to those provisions that expressly survive the termination of this Agreement).

Title Commitment. 3.5.1 Within 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 the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company Sellers’ receipt of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status Buyer's notice of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted ExceptionObjectionable Items, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the which Objectionable Items Sellers and/or Title Commitment, then Seller shall have the right, but not the obligation, to attempt Insurer are willing or able to cure or cause to be cured before Closing remove ("Seller's Election"); and if no such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which notice is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closinggiven within such time period, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller Sellers shall be deemed to have elected not to curecure 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 Purchaser may, at any time before expiration the obligations of the Due Diligence Periodparties hereunder shall not be affected by reason of such matters, either: (i) 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 delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection subject to the disapproved itemsterms of Section 13.2 hereof. If Sellers have not received Buyer's Election within such five (5) day period, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to the disapproved items Buyer shall be deemed conclusively to constitute Purchaser’s waiver 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 its objection Exhibit K attached hereto. Under no circumstances shall any Seller be obligated to said items 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 such items shall become Permitted Exceptionsgiving the Title Insurer the Title Affidavit in the form of Exhibit K attached hereto.

Title Commitment. 3.5.1 Within Seller shall, within five (5) business days after the Effective Date, Closing Agent, at Purchaser’s sole cost obtain and expense, shall order through the Closing Agent and deliver to Buyer a title company of its choice (the “Title Company”), a current commitment for title insurance an ALTA Owner’s Title Insurance Policy (the “Title Commitment”), setting forth ) from the status of title Title Company relating to the Land and all exceptions which would appear Property in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing 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 those exceptions as therein stated. Buyer shall have the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior right to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment have a survey (the “Title Objection LetterUpdated Survey”). Purchaser’s failure to timely object to any ) of the Property prepared at the sole cost and expense of Buyer and Buyer shall order such title matters shall be deemed to constitute Purchaser’s approval Updated Survey within three (3) days of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in receipt of the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller . Buyer shall have until 5:00 p.m. on the date which is ten (10five five (5) business days after receipt of the Title Objection Letter Commitment and Updated Survey, if applicable (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or the Updated Survey. If Buyer does not give notice of any objections to Seller within the Title Review Period, Buyer shall be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the existing survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. If Buyer provides timely objections, Seller shall have five (5) business days after receipt of Buyer’s notice (the “Title Cure Notice DatePeriod”) in which to agree in writing elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure before 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 decline to cureother security liens encumbering the Property, Purchaser’s objections except the currently existing mortgage in favor of Lender which will be assumed by Buyer, which are caused by or due to the title matters in a manner acceptable acts of Seller (the “Required Cure Items”). In the event Seller is unable to Purchaser. If Seller elects not cause the Title Company to cureremove or 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 rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination). In the event that Seller fails to timely respond provide such written notice of its election to Purchaser’s objectionsproceed under either clause (A) or (B) above, Seller shall be deemed to have elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to curebe cured by Seller prior to Closing) within the Title Cure Period for any reason, in which event Purchaser maythen, at any time before expiration within five (5) days after receipt or deemed receipt of the Due Diligence PeriodSeller’s Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (ix) terminate this Agreement by delivering giving a termination notice to Seller and Closing Agent a written notice of terminationSeller, whereupon at which time Title Company shall release and return the Deposit ▇▇▇▇▇▇▇ Money to PurchaserBuyer and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (iiy) waive in writing its objection the uncured objections by proceeding to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller Closing and Closing Agent a written notice of termination or waiver of its objection to the disapproved items shall thereby be deemed to constitute Purchaserhave approved the Buyer’s waiver title as shown in the Title Commitment, the title exception documents, the existing survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of its objection Buyer’s election to said items terminate under this Section, Buyer will be deemed to have waived the uncured objections and such items uncured objections shall become “Permitted Exceptions”.

Title Commitment. 3.5.1 Within 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 the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company Sellers’ receipt of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status Buyer's notice of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted ExceptionObjectionable Items, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the which Objectionable Items Sellers and/or Title Commitment, then Seller shall have the right, but not the obligation, to attempt Insurer are willing or able to cure or cause to be cured before Closing remove ("Seller's Election"); and if no such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which notice is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closinggiven within such time period, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller Sellers shall be deemed to have elected not to cure19 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 which event Purchaser maysuch event, at any time before make an election in writing ("Buyer's Election"), within five (5) days after receipt by Buyer of Sellers’ Election (or the expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering time period for Sellers to make Sellers’ Election if Seller and Closing Agent a written fails to send notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (iiSeller's Election) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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.either:

Title Commitment. 3.5.1 Within (a) Purchaser acknowledges receipt of that certain title insurance commitment issued by First American Title Insurance Company of New York under Commitment No. 135-NJ-29480-1 together with copies of the title exceptions listed thereon, that Purchaser has reviewed and accepted all matters shown therein, other than the requirements set forth at Schedule B-Section I h. and n. therein, and the items set forth at Schedule B-Section II items 1-7 and 9 therein, and that such matters constitute Permitted Exceptions. By the date (the "NEW OBJECTION DATE") which is five (5) days Business Days after Purchaser's counsel receives a new title commitment from the Effective Title Company (the "TITLE COMMITMENT"), Purchaser shall provide Seller with written notice of any objections raised in such Title Commitment which are not Permitted Exceptions and which Purchaser deems unacceptable ("TITLE OBJECTIONS"). If Purchaser's counsel receives notice of any new objection or exception with less than five (5) Business Days prior to the Scheduled Closing Date, then (x) the Closing Agentshall be postponed for a sufficient number of days in order for Purchaser's counsel to have five (5) Business Days to review said new objection or exception and to advise Seller if Purchaser deems same unacceptable and (y) the balance of this Agreement shall apply with respect to Seller's right to cure same. In the event Seller does not receive the Title Objections by the New Objection Date, Purchaser will be deemed to have accepted as Permitted Exceptions the exceptions to title set forth on the Title Commitment and any updates thereto. Purchaser shall cause the Title Company to furnish to Purchaser and Seller's counsel a preliminary title report or Title Commitment, by the terms of which the Title Company agrees to issue to Purchaser at Closing, at Purchaser’s 's sole cost and expense, shall order through the Closing Agent and a title company expense an owner's policy of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth "TITLE POLICY") in the status amount of the Purchase Price on the then standard ALTA owner's form insuring Purchaser's fee simple title to the Land Real Property, subject to the terms of such policy and the exceptions described therein (including, without limitation, the standard or general exceptions). Subject to this Section 6.2(a), all matters shown on the Existing Survey and the exceptions shown on EXHIBIT G (collectively, the "PERMITTED EXCEPTIONS") are conclusively deemed to be acceptable to Purchaser. (b) All taxes, water rates or charges, sewer rents and assessments, plus interest and penalties thereon, which would appear in an Owner’s Policy of Title Insurance, specifying on the Purchaser as Closing Date are liens against the named insured Real Property and showing which Seller is obligated to pay and discharge will be credited against the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior subject to the expiration provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a Title Objection. If on the Closing Date there shall be security interests filed against the Real Property, such items shall not be Title Objections if (i) the personal property covered by such security interests are no longer in or on the Real Property, or (ii) such personal property is the property of a Tenant, or the security interest has expired under applicable law. If the personal property is no longer in or on the Real Property or is the property of a Tenant, Seller shall execute and deliver an affidavit to such effect, which affidavit shall include an indemnification in favor of Purchaser and the Title Company against any loss, cost or expense related thereto if Seller's affidavit is incorrect. (c) If on the Closing Date the Real Property shall be affected by any lien which, pursuant to the provisions of this Agreement, is required to be discharged or satisfied by Seller, Seller shall not be required to discharge or satisfy the same of record provided the money necessary to satisfy the lien is retained by the Title Company at Closing, and the Title Company omits the lien as an exception from the title insurance commitment, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (d) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Due Diligence Period Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Title Company omits the lien as an exception from the title insurance commitment and provided further that Seller deposits with the Title Company a sum reasonably sufficient to secure a release of the Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names similar to that of Seller, Seller will deliver to Seller in writing any objections Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of sameSeller, and such search results shall then become a Permitted Exception, as not be deemed Title Objections. (e) In the term event that the Title Company is hereinafter defined. If Purchaser timely objects not prepared to any item set forth insure title to the Real Property in the manner provided in this Agreement and Seller is able to obtain a commitment from one or more of First American Title CommitmentInsurance Company of New York, then Seller shall have Chicago Title Insurance Company, Commonwealth Land Title Insurance Company or Lawyer's Title Insurance Company to insure title in the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree manner required in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objectionsthis Agreement, Seller shall be deemed entitled to have elected not cause any one or more of such companies to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to so insure Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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's title.

Title Commitment. 3.5.1 Within five (5) days after i. Donee shall have the Effective Date, Closing Agentright to order and obtain, at Purchaser’s sole cost and Donee's expense, shall order through the Closing Agent and a current title company of its choice commitment (the “Title Company”), a commitment for title insurance (the “Title Commitment”), ) and special tax search issued by the Title Company setting forth the status state of the title to of the Land Property and all exceptions exceptions, including easements, restrictions, rights-of-way, covenants, reservations, and other conditions, if any, affecting the Property which would appear in an Owner’s 's Policy of Title InsuranceInsurance (“Title Policy”), specifying if issued by the Purchaser as Title Company for the named insured and showing the Purchase Price as the policy amountProperty. ii. Purchaser shall, no later than twenty (20ten (10) Donee shall have a period of 90 days prior to the expiration after receipt of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment to advise Donor as to any matters shown on the Title Commitment that are objectionable to Donee (the “Title Objection LetterNotice”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of sameShould Donee provide a Title Objection Notice, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller Donor shall have the right, but not the obligation, to attempt cure, commit to cure or remove all such objections within 30 days following receipt of a Title Objection Notice. If Donor does not commit to cure or cause all of the objections to be removed or cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on to Donee’s satisfaction within the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, above-described 30-day period or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller if Donor elects not to cure, cure the objections or fails commit to timely respond to Purchaser’s cure the objections, Seller Donee shall be deemed have the right, to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: either (ia) terminate this Agreement by delivering to Seller and Closing Agent a written notice to Donor within 5 days after the earlier of termination, whereupon Title Company shall release and return (1) notice from Donor to Donee that Donor will not remove or cure the Deposit objections or commit to Purchasercure the objections or (2) the expiration of the above-described 30-day period; or (iib) waive in writing its objection elect to accept the Property subject to the disapproved items, which shall then become Permitted Exceptionobjectionable matter. PurchaserDonee’s failure to timely deliver to Seller and Closing Agent a written the foregoing notice of termination or waiver of its objection to the disapproved items shall be deemed to constitute PurchaserDonee’s waiver of its objection such objections and a waiver of such right to said items terminate pursuant to this Section. Notwithstanding any other provision of this Agreement to the contrary, Donor shall have the unconditional obligation, at no cost to Donee (a) to remove or cure any title matter which is a lien for the payment of money only (exclusive of taxes and assessments, both general and special, not yet due and payable which shall be subject to separate proration); (b) any encumbrance that can be removed by the payment of a definite sum of money; and (c) any title matter which arose after the Effective Date as a result of the acts of Donor; Escrow Agent is hereby authorized to make such items shall become Permitted Exceptionspayment on Donor’s behalf at Closing. Notwithstanding any other provision herein to the contrary, this entire agreement is contingent upon legislative acceptance by the City of North Royalton.

Title Commitment. 3.5.1 Seller shall convey good and marketable fee simple title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five ten (510) days after following the Effective Date, Closing AgentSeller shall obtain, at Purchaser’s its sole cost and expense, shall order through the Closing Agent and deliver to Purchaser, a title company of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in ) for an ALTA Owner’s Policy of Title Insurance, specifying Insurance (the Purchaser as “Title Policy”) in the named insured and showing amount of the Purchase Price as Price, issued by the policy amountEscrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with legible (or the best available) copies of all exceptions listed therein. Purchaser shall, no later than twenty (20ten shall have ten (10) days prior to the expiration following its receipt of the Due Diligence Period Title Commitment, legible (or the best available) copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller in writing any written notice of Purchaser’s objections to matters shown in the Title Commitment title (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s sole satisfaction (or cause does not timely respond to be cured before Closing such disapproved item. 3.5.2 Seller the Title Objection Letter), then Purchaser shall have until 5:00 p.m. on the date which is ten (10five right for five (5) days after receipt of Seller’s response to the Title Objection Letter (or five (5) days following the “Title Cure Notice Date”expiration of the period within which Seller was to so respond) to agree either (i) waive any such title objection in writing and proceed to cure before Closing, or decline to cure, Purchaser’s objections to the Closing (in which event such waived title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller objection shall be deemed to have elected not be a Permitted Encumbrance, or (ii) terminate this Agreement upon written notice to cureSeller 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 Purchaser may, at neither party hereto shall have any time before expiration further obligations under this Agreement except for the Surviving Obligations. All exceptions set forth in Schedule B of the Due Diligence PeriodTitle Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing), either: 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 five (5) days after receipt of any such update to the Title Commitment or Survey, notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, (ii) any exceptions that arise in connection with construction of the Improvements, and (iii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on the Title Commitment (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement by delivering notice thereof in writing to Seller and by the earliest to occur of (i) the Closing Agent a written notice of terminationDate, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in writing its objection the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the disapproved itemsimmediately preceding sentence, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to (a) the disapproved items ▇▇▇▇▇▇▇ Money shall be deemed returned to constitute Purchaser’s waiver , without the consent or joinder of its objection Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) Purchaser shall be entitled to said items receive reimbursement from Seller for all out-of-pocket expenses incurred by Purchaser or any affiliate of Purchaser in connection with this Agreement not to exceed $50,000.00, and such items (c) neither party shall become Permitted Exceptionshave any further obligations hereunder other than the Surviving Obligations.

Title Commitment. 3.5.1 Within On or before ten (10) days after the date hereof, Real Property Seller, at Real Property Seller's sole cost and expense, shall deliver to Real Property Buyer a Commitment for Title Insurance or a Commitment to Insure (the "Commitment") dated not earlier than the date of this Agreement, issued by Republic Title (the "Title Company"), showing Real Property Seller's title to the Real Property to be good and indefeasible, together with true, correct and legible copies of all items and documents referred to therein. Real Property Buyer shall have ten (10) days after receipt of said items (and the Survey hereinafter referred to) to examine the condition of title and approve or disapprove the same. Those items listed in the Commitment and not disapproved of by Real Property Buyer shall be referred to as the "Permitted Exceptions." In the event that Real Property Buyer disapproves of all or any item referred to in the Commitment, Real Property Seller shall have a period of ten (10) days within which it shall use its commercially reasonable efforts (including an obligation to spend up to $150,000.00 in such efforts to cure objections which can be cured by a liquidated sum of money) to cure or remove such exceptions. In the event Real Property Seller fails to cure all of such items within such ten (10) day cure period, or in the event that Real Property Seller notifies Real Property Buyer (the "Cure Notice") of which items Real Property Seller will cure (the "Cure Items") and which items Real Property Seller will not be able to cure, Real Property Buyer shall have the right, exercisable within five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through earlier of (i) the Closing Agent and a title company expiration of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten said ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to day cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; period or (ii) waive in writing its objection receipt of Real Property Seller's Cure Notice indicating that Real Property Seller will not cure all of Buyer's objections, to the disapproved itemsterminate this Agreement, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to the disapproved items whereupon Real Property Buyer shall be deemed entitled to constitute Purchaser’s waiver a claim under Section 11.2 hereunder. If Real Property Buyer shall not so terminate, Real Property Seller shall cure all Cure Items and shall deliver the title in its existing condition with the Cure Items having been cured and Real Property Buyer shall, by acceptance of its objection such title, waive any objections to said items such title which have not been cured except as to any uncured Cure Item and such items shall become Permitted Exceptionswarranties contained in the documents of conveyance.

Title Commitment. 3.5.1 Within ten (10) days after the Inspection Commencement Date, Sellers will deliver to Buyer a copy of the Partnership's most recent title insurance policy with respect to the Real Property (the "EXISTING TITLE POLICY"), and Buyer, at Buyer's sole cost and expense, will cause the Title Agent to deliver to Buyer a Title Commitment (with a copy to Sellers) in an amount equal to the Purchase Price, with such affirmative assurances and endorsements as reasonably may be obtainable and requested by Buyer, and having an effective date subsequent to the Agreement Date. The Title Commitment will commit the Underwriter, upon satisfaction of the requirements set forth therein, to issue a Title Policy to the Partnership in the amount of the Purchase Price, subject only to the Permitted Exceptions. Within five (5) days after of Buyer's receipt of the Effective Date, Closing Agent, at Purchaser’s sole cost Title Commitment and expense, shall order through the Closing Agent and a title company of its choice Survey (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear but in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no any event not later than twenty three (20ten (103) days prior to the expiration of the Due Diligence Period deliver to Seller Inspection Termination Date), Buyer will notify Sellers in writing (a "TITLE DEFECT NOTICE") of any objections title and/or survey defect(s) (the "TITLE DEFECTS") Buyer desires Sellers to matters shown cure. Sellers, at its sole option, may attempt to cure the Title Defects identified in the Title Commitment Defect Notice prior to the Inspection Termination Date (the “"CURE PERIOD"), or Sellers may elect not to cure such Title Objection Letter”Defects; provided, however, if the Title Commitment reveals the existence of a mortgage, lien, monetary judgment, security interest, past due tax or assessment or other similar encumbrance of a monetary nature against the Real Property (a "MONETARY LIEN" [Existing Loan is excluded from this definition if Buyer elects to maintain Existing Loan]). Purchaser’s failure to timely object to , then Sellers shall pay any amount due in satisfaction of each such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter definedMonetary Lien. If Purchaser timely objects to any item set forth in one or more Monetary Liens have not been satisfied before the Title CommitmentClosing Date, then Seller shall have Buyer and Escrow Agent may, at Buyer's option, satisfy such Monetary Liens at Closing from the rightproceeds of the Purchase Price. If Sellers elect not, but not the obligationor are unable, to attempt cure such Title Defects during the Cure Period, Buyer may elect to cure or cause terminate this Agreement, by written notice delivered to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten Sellers within three (10five (53) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before ClosingSellers have advised Buyer that they elect not, or decline are unable to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to curesuch Title Defects, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: and thereafter (i) terminate this Agreement by delivering to Seller will be null and Closing Agent a written notice void and the parties hereto will have no further rights or obligations hereunder, except obligations of Sellers and Buyer hereunder that expressly survive any such termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller Deposit and Closing Agent a written notice of termination or waiver of its objection to the disapproved items accrued interest earned thereon shall be deemed returned to Buyer. The Title Commitment and Survey approved by Buyer (revised, if applicable, to reflect Sellers' cure or removal of Title Defects as aforesaid), or, if Buyer neither approves title nor timely terminates this Agreement pursuant to SECTION 8.4(A), title shown by the Title Commitment and Survey as existing on the Inspection Termination Date, will constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptionsthe approved title (the "APPROVED TITLE").

Title Commitment. 3.5.1 Within five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and 3.3.1. Attached to this Agreement as Schedule 3.4 is a title company of its choice commitment from First American Title Insurance Company (the “Title Company”), a commitment dated as of May 24, 2018, for title insurance (the “Title Commitment”), ) setting forth the status of title to the Land Real Property as of such date and all exceptions which would appear in an Owner’s Policy owner's policy of Title Insurancetitle insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior agrees that it is prepared to the expiration of the Due Diligence Period deliver accept title at Closing subject to Seller in writing any objections all exceptions to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title CommitmentCommitment and to all other Permitted Exceptions, then Seller and it hereby waives any right to object thereto. 3.3.2. Purchaser shall have five (5) business days after receipt of any updates to the rightTitle Commitment (including receipt of any documents referenced in such update) to object in writing to any material matters disclosed therein which arose since the date of the original Title Commitment. If Purchaser so objects, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. (Eastern) on the date which is ten tenth (10five (5l0th) days business day after receipt receiving notice of the Title Objection Letter (the “Title Cure Notice Date”) such objection to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to PurchaserClosing such disapproved item. If Seller elects not to cure, or fails to timely respond to Purchaser’s 's objections, Seller shall be deemed to have elected not to cure, in which event Purchaser mayshall, at any time on or before expiration 5:00 p.m. (Eastern) on the fifteenth (15th) day after Seller's receipt of the Due Diligence Periodsuch objection, either: either (i) terminate this Agreement by delivering to Seller and Closing Agent Seller, a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted ExceptionExceptions. Purchaser’s 's failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to the disapproved items shall be deemed to constitute Purchaser’s 's waiver of its objection to said items and such items shall become Permitted Exceptions. If the foregoing periods extend beyond the scheduled Closing Date, the Closing Date shall be postponed until the third (3rd) business day after the completion of such periods. If Purchaser terminates this Agreement pursuant to this Section 3.3.2, the Seller shall promptly return the Deposit to Purchaser and the parties' rights and obligations hereunder shall terminate, except those that expressly survive termination.

Title Commitment. 3.5.1 Within five (5) days after the Effective DateSurvey, Closing Agentand Title Policy Insurance. The parties agree to use First American Title Insurance Company, located at Purchaser’s sole cost and expense▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇., shall order through the Closing Agent and a title company of its choice ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Title Company”)) as the title company for the transaction contemplated herein. (a) Prior to the Effective Date hereof, Purchaser shall have obtained a commitment for title insurance (the “Title Commitment”)) from the Title Company, committing to insure title to the Willbridge Facility Real Property and setting forth the status of title and showing all liens, claims, encumbrances, rights-of-way, reservations, restrictions, and other matters of record, if any, affecting the Willbridge Facility Real Property, together with copies of all instruments of record referred to therein. (b) If Purchaser so desires, Purchaser may, at its sole cost and expense, cause a ground survey of the Willbridge Facility Real Property (the “Survey”) to be performed and completed. If Purchaser chooses to obtain a Survey, Purchaser shall provide Seller with copies of the Survey within five (5) business days of Purchaser’s receipt thereof. (c) Seller shall have no obligation to cure any title defects or remove any title exceptions related to matters reflected on the Title Commitment except to the Land and extent such defects or exceptions are not Permitted Liens, in which case Seller shall remove or cure all exceptions which would appear in of such defects or matters on or before Closing. (d) On or prior to the Closing Date, Purchaser shall obtain from the Title Company an ALTA Owner’s Policy of Title Insurance, specifying with extended coverage if Purchaser has obtained and provided the Purchaser as Title Company with a Survey suitable to satisfy the named insured and showing Title Company that such coverage may be issued with a liability value equal to the amount of the Purchase Price Price, and insuring marketable fee simple title to (or valid easement or leasehold interest in, as applicable) the policy amount. Purchaser shallWillbridge Facility Real Property, no later than twenty subject only to Permitted Liens (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection LetterPolicy”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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.ARTICLE 3

Title Commitment. 3.5.1 (a) Within five thirty (530) days after the Effective Date, Closing AgentPurchaser will obtain, at Purchaser’s sole cost expense (which expense shall be commercially reasonable), a preliminary title commitment (and expense, shall order through complete legible copies of all documents or items referenced therein as exceptions) issued by an insurance company licensed in Georgia and South Carolina (with respect to the Closing Agent and a title company of its choice Greenville Land) (referred to herein as the “Title Company”), a commitment for title insurance in respect of the Property (collectively, the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to on or before the expiration of the Due Diligence Contingency Period deliver to Seller (the “Objection Period”), object in writing to any objections to matters shown in the Title Commitment (the “Title Objection Letter”)to which it wishes to object. Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter definedExceptions. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt take reasonable good faith efforts to cure such objections, or cause to agree and acknowledge in writing that such objections will be cured before Closing such disapproved item. 3.5.2 prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date which is ten (10five five (5) days after receipt the expiration of the Title Objection Letter Period (the “Title Cure Notice Date”) to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. If Seller timely cures or commits in writing to cure before Closingsuch objections, or decline to curethen the Title Commitment shall be deemed approved, Purchaser’s objections to the title matters in a manner acceptable to Purchaserand all other exceptions therein shall then become Permitted Exceptions. If Seller elects does not timely cure such objections prior to curethe Cure Date, then Purchaser shall, on or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before the expiration of the Due Diligence Contingency Period, either: either (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company Escrow Agent shall release and return disburse the Deposit ▇▇▇▇▇▇▇ Money to Purchaser; , the Agreement will terminate and each party shall continue to be obligated under the Surviving Obligations, or (ii) waive in writing its objection to the disapproved itemsitems that Seller has not cured or committed to cure, which shall then become Permitted ExceptionExceptions. Purchaser’s failure to timely deliver to deposit with Seller and Closing Escrow Agent 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. (b) Purchaser shall have five (5) business days after receipt of any updates to the Title Commitment (including receipt of any documents referenced in such update) to object to any matters disclosed therein which were not disclosed in the original Title Commitment, and the procedure for objecting to such matters and Purchaser’s right to terminate this Agreement, if applicable, shall be as set forth in Section 4.1(a) above except that the “Objection Period” shall mean the five (5) business day period referred to in this clause (b).

Title Commitment. 3.5.1 1. Within five ten (510) days after following the Effective Date, Closing Agent, at PurchaserSeller’s sole cost and expense, attorney shall order through the Closing Agent and a title company of its choice cause First American Title Insurance Company (the “Title Company”), a ) to issue and deliver to Buyer an A.L.T.A. title commitment for an owner’s title insurance policy in the amount of the Purchase Price (the “Title Commitment”), showing marketable fee simple title to the Property vested in Seller. The Title Commitment shall be accompanied by one (1) copy of every exception to title set forth therein. All costs of the Title Commitment shall be borne by Seller. 2. Upon receipt of the Title Commitment, Buyer shall have ten (10) days within which to examine the Title Commitment and give written notice to Seller, within such 10-day period, specifying any exceptions that show in the Title Commitment that are not permitted exceptions (the “Title Defects”). In the event a valid mortgage or lien appears of record it will be discharged by Seller at or prior to Closing or from the Closing proceeds and such encumbrance or lien will not be considered to be a Title Defect. Seller shall have a period of ten (10) days after receipt of such written notice of Title objections within which Seller shall undertake reasonable efforts to cure or remove the Title Defects of which notice in writing has been so given; provided, however, that Seller shall not be required to maintain any lawsuit to cure or remove any of the Title Defects or to expend costs in excess of FIVE THOUSAND DOLLARS ($5,000.00) in total related to such curative efforts (other than with respect to such liens described above). At the end of such 10-day period Seller shall provide Buyer with a written report setting forth the status of title its efforts to cure or remove the Land Title Defects and all exceptions which would appear its efforts undertaken in an Owner’s Policy of connection therewith. In the event Seller fails to cure or remove the Title InsuranceDefects within such 10-day period, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shallthen Buyer may, no later than twenty (20ten (10) days at its option, elect prior to the expiration end of the Due Diligence Inspection Period deliver to Seller in writing any objections (a) accept title subject to matters shown the uncured Title Defects raised by Buyer, without an adjustment in the Purchase Price, in which event the uncured Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters Defects shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closingwaived for all purposes, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (ib) terminate this Agreement by delivering to Seller and Closing Agent a written notice of terminationAgreement, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to the disapproved items shall be deemed returned to constitute Purchaser’s waiver Buyer and this Agreement shall be of its objection to said items no further force and such items shall become Permitted Exceptionseffect (except for any indemnifications which survive hereunder).

Title Commitment. 3.5.1 Within five Seller has made available to Purchaser a title commitment, together with legible copies of all documents listed in such title commitment as exceptions to title (5) days after “Title Exceptions”). Promptly following the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, Purchaser shall order through the Closing Agent and a title company of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment. Any mortgage or other encumbrance entered into by Seller which secures the payment of money or any lien claim arising from the actions of Seller is herein referred to as a “Monetary Encumbrance”), setting forth the status of title to the Land . All matters and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (other than Permitted Exceptions of the “Title Objection Letter”). Purchaser’s failure type described in clauses (a) through (h) of the definition of Permitted Exceptions) and not objected to timely object to any such title matters in writing by Purchaser within twenty (20) Days following the Effective Date shall be deemed to constitute be Permitted Exceptions which may be shown on the final title policy. Seller shall pay and discharge (or in the case of mechanics’, materialmen’s or other statutory liens, provide a bond or other assurances in form reasonably satisfactory to Purchaser covering the payment or discharge) all Monetary Encumbrances at or before Closing so as to be deleted from the title policy to be issued at Closing pursuant to the Title Commitment. If Purchaser delivers a written objection to any other title matter or exception within the aforesaid twenty (20) Day period, then Seller shall, within five (5) 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 Purchaser’s approval notice of objection in which to cure such objections and to cause the Title Commitment to be reissued or updated to reflect that such claimed defects have been cured or will be removed or insured over in the title policy in a manner satisfactory to Purchaser. Except for the Monetary Encumbrances which Seller has agreed to pay and discharge or assure the payment and discharge as provided above, Seller shall have no obligation to cure any title objection and shall have no obligation to expend any monies to cure same, and such any failure to pay, discharge or cure any title objection shall then become not be or be deemed to be a Permitted Exception, as the term is hereinafter definedbreach of this Agreement by Seller. If Seller fails to cure all such objections that are timely made by Purchaser timely objects within the twenty (20) Day period referred to any item set forth in the Title Commitmentabove, then Seller Purchaser shall have the rightbe entitled, but not the obligationat Purchaser’s option, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on either (a) proceed with the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections transaction and accept conveyance expressly subject to the title matters in matter which was the subject of the objection, which shall then be deemed a manner acceptable to Purchaser. If Seller elects not to cure“Permitted Exception”, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (ib) terminate this Agreement by delivering notice in writing to Seller and Closing Agent a written notice within five (5) Days after the expiration of termination, whereupon Title Company shall release and return the Deposit twenty (20) Day period. Failure of Purchaser to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written give such notice of termination in writing within such five (5) Day period shall be deemed an election to so proceed with the purchase, subject to the satisfaction or waiver of its objection 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 disapproved items 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 its election; the Closing Date shall be deemed postponed, if necessary, to constitute Purchaser’s waiver of its objection to said items and complete such items shall become Permitted Exceptionssteps.

Title Commitment. 3.5.1 Within forty-five (545) days after the Effective DateDate of this Contract, Closing AgentPurchaser, at Purchaser’s sole its cost and expense, shall order through the Closing Agent and a procure for itself an ALTA Form B standard title company of its choice insurance commitment (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth issued by the status Title Company, showing the condition of Seller’s title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amountReal Estate. Purchaser shall, no later than twenty (20ten within ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter Commitment, notify Seller of any unacceptable physical or other defects therein disclosed. Seller shall have thirty (the “Title Cure Notice Date”30) to agree days (or such longer period as Purchaser may in writing approve) in which to cure before Closingor remove any such unacceptable defects, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable extent Seller elects to Purchasercure or remove them. If Seller elects not is unwilling or unable to cureremove such defects within said period, Purchaser may either (a) cancel and terminate this Contract upon written notice to Seller, in which event Escrow Agent shall immediately return the ▇▇▇▇▇▇▇ Money to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract, or (b) waive such defects and proceed to Closing. If Purchaser fails to timely respond notify Seller of an objection to Purchaser’s objectionsan exception to title as reflected on the Commitment within the time period provided above, Seller then Purchaser shall be deemed to have elected not accepted the status of title as reflected therein. Any exceptions to cure, in title reflected on the Commitment to which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure fails to timely deliver to Seller and Closing Agent a written notice of termination object, or waiver of its objection to the disapproved items that Purchaser has waived as described above, shall be deemed a “Permitted Exception.” Purchaser shall bear the cost and expense of any search or examination fees, premiums, or other charges associated with the Commitment, the title policy, and any endorsements to constitute Purchaser’s waiver of its objection the title policy that Purchaser wishes to said items obtain; except that if, upon examination, title to the Real Estate should be found defective and such items this Contract is terminated as set forth above, Seller shall become Permitted Exceptionspay the title examination charges up to Two Hundred Fifty Dollars and NO/100 ($250.00).

Title Commitment. 3.5.1 Within five Purchaser acknowledges it has received the Title Commitment, Title Commitment Documents, Survey, and all matters reflected by the Survey and Title Commitment (5) days after collectively, "Permitted Encumbrances"). After the Effective Date, Closing Agent, Date and at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company of its choice least thirty (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (1030) days prior to Closing, Purchaser may request that the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Company issue an updated Title Commitment (the “Title Objection LetterUpdated Commitment”). Purchaser’s failure to timely object to , together with copies of any such title matters shall be deemed to constitute Purchaser’s approval additional instruments listed in the schedule of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth exceptions which were not previously reflected in the Title Commitment. Additional items disclosed by the Updated Commitment that affect title to the Property which are not reflected in the Title Commitment are referred to as “New Exceptions.” Excluding those New Exceptions that qualify as Mandatory Title Removal Items as defined in this Section 5, then New Exceptions that: (i) are allowed or otherwise anticipated by this Contract, or (ii) do not materially adversely affect title to, or the use of, the Property, are referred to as “Permissible New Exceptions” and Purchaser shall have no right to object to Permissible New Exceptions. In the event Purchaser has any objections to any New Exceptions which are not Permissible New Exceptions, Purchaser shall notify Seller in writing, within ten (10) days of its receipt of such Updated Commitment (“Purchaser’s Objection Period”). Failure of Purchaser to make such objections within said Purchaser’s Objection Period shall be deemed a waiver of such right and any such New Exceptions shall be deemed Permitted Encumbrances. Seller shall have the right, right but not the obligation, obligation to attempt to cure or cause to be cured before Closing remedy such disapproved item. 3.5.2 objections. Seller shall have until 5:00 p.m. on the date notify Purchaser, which is objections Seller intends to remedy and which objections Seller does not intend to remedy within ten (10five (510) days after of receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections (“Seller’s Cure Period”), and if Seller does not notify Purchaser within said ten (10) days, then it shall be deemed as an election not to the title matters in a manner acceptable to Purchasercure. If Seller elects not to curecure or is deemed to have elected not to cure any of such objections raised by Purchaser, Purchaser, within ten (10) days following the expiration of Seller’s Cure Period, shall have the option of (i) waiving such objections, or fails (ii) terminating this Agreement in which event Purchaser shall be entitled to timely respond a full refund of the ▇▇▇▇▇▇▇ Money and the parties shall have no further liability hereunder (except with respect to Purchaserthose obligations hereunder which are expressly set forth herein to survive the termination of this Agreement). In the event Purchaser does not notify Seller that it intends to proceed with the Closing within ten (10) days following the expiration of Seller’s objectionsCure Period, Seller Purchaser shall be deemed to have elected not to cureproceed with the Closing. The parties agree the Lease shall be a Permitted Encumbrance. Except as otherwise expressly stated herein, in which event Purchaser mayall other matters apparent upon the Property or caused by Purchaser, at any time before expiration or agreed to or deemed to be agreed to by Purchaser, shall also be Permitted Encumbrances. Seller shall be required to cause to be released, satisfied, and removed of record as of the Due Diligence Period, eitherClosing Date: (i) terminate this Agreement any New Exceptions which are not Permissible New Exceptions which have been voluntarily placed, or permitted to be placed, by delivering Seller against the Property on or following the date hereof (other than with the prior written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned, or delayed with respect to Seller the granting or denial of Purchaser’s approval in connection with requests for instruments to be recorded for the benefit of any utility or governmental authority but in all other cases in Purchaser’s sole and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaserabsolute discretion); or (ii) waive in writing its objection any mortgages, deeds of trust, security instruments, financing statements, or other instruments which evidence or secure indebtedness, judgments, and liens against the Property arising through no fault of Purchaser, and real estate taxes which are due and payable but which remain unpaid and/or of record as of the Closing Date; and (iii) intentionally omitted (subclauses (i) and (ii) collectively, the “Mandatory Title Removal Items”). If Seller fails to discharge and remove of record any Mandatory Title Removal Items on or prior to the disapproved itemsClosing Date, which shall then become Permitted Exception. at Purchaser’s election, such failure shall constitute a Seller default pursuant to timely deliver to Seller Section 14(B) and Closing Agent a written notice of termination or waiver of its objection to the disapproved items Purchaser shall be deemed entitled to constitute Purchaser’s waiver of its objection to said items and such items shall become Permitted Exceptionsremedies as are set forth in Section 14(B).

Title Commitment. 3.5.1 Within five (5) days after During the Effective DateOption Term and in any event before Buyer exercises the Option, Closing AgentBuyer shall, at PurchaserBuyer’s sole cost and expense, shall order through the Closing Agent and obtain a title company of its choice (the “Title Company”), a insurance commitment for title insurance (the “Title Commitment”) for an ALTA owner’s policy of title insurance on the Real Property in an amount acceptable to Buyer (the “Title Policy”) issued by a national title insurance company acceptable to Buyer (the “Title Insurer”), setting forth together with copies of all recorded instruments which are the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration subject of the Due Diligence Period deliver to Seller in writing any objections to matters shown requirements and proposed special exceptions listed in the Title Commitment (the “Title Objection LetterDocuments”). PurchaserBuyer shall furnish Owner a copy of the Title Commitment, the Title Documents, and if obtained by ▇▇▇▇▇, the Survey. Within ten (10) days after ▇▇▇▇▇’s failure receipt of the Title Commitment, Title Documents, and if applicable, Survey, Buyer shall notify Owner in writing (“Buyer’s Objection Notice”) of any matters listed in the Title Commitment which are objectionable to timely object Buyer (herein the “Title Objections,” which term shall not include the Permitted Title Exceptions). Within ten (10) days after receipt of Buyer’s Objection Notice, Owner shall notify Buyer in writing (the “Cure Notice”) which Title Objections, if any, Owner elects to any such title matters cure. If ▇▇▇▇▇ has not received a Cure Notice within said 10-day period, the same shall be deemed to constitute PurchaserOwner’s approval election not to cure any of samethe Title Objections. Owner shall not be obligated to cure any of Buyer’s Title Objections. Notwithstanding the foregoing and if Buyer exercises the Option, Owner agrees (a) to cooperate with ▇▇▇▇▇’s cure of any reasonable Title Objections that can be cured, (b) to satisfy any requirements contained in the Title Commitment relating to Owner’s authority to consummate the sale transaction, (c) to execute and such shall then become a Permitted Exception, as deliver the term Closing Documents it is hereinafter definedrequired to execute. If Purchaser timely objects Owner does not elect, or is deemed to have elected not, to cure any item set forth in Title Objections, Buyer’s only options shall be either (i) to terminate this Agreement and elect not to exercise the Option or if already exercises, rescind the exercise of the Option (which right is hereby granted) by giving written notice of such election (the “Termination Notice”) within twenty-five (25) days after Buyer’s receipt of the Title Commitment, then Seller shall have the rightTitle Documents, but not the obligationand Survey, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”ii) to agree elect to preserve the Option in writing to cure before Closingeffect and if already exercised or thereafter exercised, or decline to cure, Purchaser’s objections accept title to the title matters in a manner acceptable Real Property subject to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have any Title Objections which Owner has elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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.

Title Commitment. 3.5.1 Within five (5a) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and Purchaser has obtained a title commitment covering the Property (the “Title Commitment”) from the title insurance company identified in Line 7 of its choice the Summary Statement written on behalf of First American Title Insurance Company (the “Title Company”), a commitment for . (b) Purchaser and Seller agree that the following are permitted exceptions to title insurance (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 CommitmentClearance Date”)) in order to have all title exceptions other than Permitted Exceptions (collectively, setting forth the status of “Unpermitted Exceptions”) cured and removed from title to the Land 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 (or will be cured and removed from title concurrently with the 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 exceptions which would appear in an Owner’s Policy such other liens and encumbrances as may be satisfied by the payment of Title Insurancea liquidated amount. Seller shall use, specifying and Seller hereby authorizes and instructs Escrow Agent to disburse, the Purchaser as the named insured and showing 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 5. (e) Purchaser may request, at Purchaser’s expense, an ALTA as built survey (“Survey”) of the policy amountProperty. Purchaser shall, no later than On or before earlier of: (i) that date that is twenty (20ten 20) days after the receipt by Purchaser of the Survey (10the “Survey Objection Date”) or the date that is twenty (20) days prior to the expiration of the Due Diligence Period deliver to Scheduled Closing Date, Purchaser will notify Seller in writing any objections to matters shown in the Title Commitment (the “Title Survey Exception Notice”) as to those matters reflected in the Survey which it will not accept. If Purchaser fails to provide Seller the Survey Objection Letter”). Purchaser’s failure to timely object to any such title Notice on or before the Survey Objection Date, the matters reflected in the Survey shall be deemed to constitute Purchaser’s approval of same, be Permitted Exceptions and Purchaser shall be deemed to have waived its right to object to such shall then become a Permitted Exception, as the term is hereinafter definedexceptions. If Purchaser timely objects to any item set forth in the Title Commitmentdelivers a Survey Exception Notice, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten three (10five (53) days after its receipt of the Title Objection Letter Survey Exception Notice (the “Title Cure Notice Seller’s Response Date”) ), within which to agree notify Purchaser in writing of its intention to attempt to remove or otherwise cure before Closing, or decline to cure, Purchaser’s objections prior to the title Closing the disapproved matters in a manner acceptable to Purchaserreflected on the Survey (“Disapproved Survey Exceptions”). If for any reason, by the Seller’s Response Date, Seller elects does not to cure, or fails to timely respond to Purchaser’s objectionsprovide Purchaser with such notice, Seller shall be deemed to have elected to not remove or otherwise cure such Disapproved Survey Exceptions. Upon written notice to curePurchaser, 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 expiration of such fifteen (15) day period, the “Survey Clearance Date”) in which event order to cure all Unpermitted Survey Exceptions, or if requested by Purchaser mayin its sole and absolute discretion, to have the Title Company commit to insure Purchaser and Purchaser’s lender (if any), at Seller’s expense, against any time and all loss or damage that may be occasioned by any such Unpermitted Survey Exceptions. If Seller fails on or before expiration of the Due Diligence PeriodSurvey Clearance Date to demonstrate to Purchaser’s sole satisfaction that the Unpermitted Survey Exceptions have been cured, either: (i) 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 delivering written notice to Seller and Closing Agent a written notice 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 terminationthis Agreement). (f) Seller shall execute and deliver the title affidavit pursuant to Section 9(a)(iv), whereupon remove Unpermitted Exceptions and Unpermitted Survey Exceptions pursuant to this Section 5 above, and cooperate with Purchaser to obtain the Title Company shall release Policy in form and return the Deposit substance reasonably satisfactory to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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.

Title Commitment. 3.5.1 (a) Within ten (10) days after the Opening of Escrow, Seller will cause Escrow Agent to deliver to Purchaser from Escrow Agent or its underwriter (“Title Company”) an owner's commitment for a standard owner's policy of title insurance for real property consisting of approximately 3.76 acres of land which includes the Property in the amount of the Purchase Price (“Title Commitment”). In addition and upon Purchaser’s request, the Title Company will provide a legible (to the extent available) copy of all documents referred to in the Title Commitment, including, but not limited to, survey plats, reservations, restrictions and easements and a tax certificate covering the Property. After the Lot Line Adjustment process shall have been completed, the legal description of the Property shall be based on the ROS. Within ten (10) days after Escrow Agent’s receipt of the ROS, Escrow Agent shall cause the Title Company to amend the Title Commitment to reflect a reduction of the size of the real property included in the Title Commitment to the Property only. (b) Purchaser may object, in a writing delivered to Seller and Escrow Agent, to any matters shown on the Title Commitment within ten (10) days of receipt of the Title Commitment and the documents referred to in the Title Commitment, or five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company receipt of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title any amendment to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, but only as to new matters which materially and adversely affect the Property. If ▇▇▇▇▇▇ is willing to cause the cure or removal of any of the matters to which Purchaser objects, then Seller shall will so notify Purchaser in writing within five (5) days of Seller's receipt of Purchaser's notice. If Seller does not respond, or chooses not to cure or remedy Purchaser's objections, or if Seller is unable to remove any such matters, Purchaser may elect either: (i) to terminate this Agreement by delivery of written notice to Seller within two (2) days after Purchaser's receipt of Seller's notice; or (ii) to waive such objection and to complete the transaction as otherwise contemplated by this Agreement, without any abatement of the Purchase Price or any deduction, offset, credit, lost profits or other damages. (c) If Seller elects to cure or remove any title or survey matters objected to by Purchaser, and Seller cannot thereafter cure or remove the same by the Closing, Seller will have the right, but not the obligation, to postpone the Closing for a period of up to ten (10) days to attempt to cure or cause to remove such exceptions or defects, and if Seller has not cured or removed the same by the end of such ten (10) day period, this Agreement will be cured before Closing such disapproved itemterminated, and the Parties will be released of all further obligations under this Agreement, except for those obligations which expressly survive termination hereof. 3.5.2 (d) Purchaser expressly agrees that, except as expressly set forth to the contrary in this Agreement, in no event will Seller shall have until 5:00 p.m. on be required to (i) bring any action or proceeding, pay any monies, incur any expenses in respect to title to the date which is ten Property, (10five ii) cure, remove or correct any exceptions thereto or defects therein, or (5iii) days after clear the record of any taxes, liens or encumbrances. (e) If Purchaser elects to terminate this Agreement pursuant to this Section 5.1, upon ▇▇▇▇▇▇'s receipt of Purchaser's written notice of such election, this Agreement will terminate, and the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before ClosingParties will be released of all further obligations under this Agreement, or decline to cure, Purchaser’s objections to the title matters in a manner acceptable to Purchaserexcept for those obligations which expressly survive termination hereof. If Seller elects Purchaser does not elect to cureterminate this Agreement pursuant to this Section 5.1, or fails to timely respond to Purchaser’s objections, Seller shall Purchaser will be deemed to have elected not accepted, and to curehave waived any and all objection to all matters, in which event Purchaser may, at exceptions and requirements set forth on any time before expiration of the Due Diligence PeriodTitle Commitment, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice its acceptance of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection status of title to the disapproved itemsProperty generally. At such time, which shall all matters (including all exceptions, requirements and otherwise) then become shown on the Title Commitment, or otherwise pertaining to title, including without limitation the existing easements, will be deemed, for purposes of this Agreement, to be “Permitted ExceptionExceptions”. Purchaser’s failure Purchaser is deemed to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection have approved the Declaration Amendment as an encumbrance to the disapproved items shall be deemed to constitute Purchaser’s waiver title of its objection to said items and such items shall become Permitted Exceptionsthe Property as of the Closing.

Title Commitment. 3.5.1 Within ten (10) days after the Effective Date, Seller shall furnish to Purchaser a title commitment (the "Commitment"), by the terms of which Title Company, as issuing agent for Chicago Title Insurance Corporation, agrees to issue to Purchaser at Closing an owner's policy of title insurance (the "Title Policy") in the amount of the Purchase Price on the standard ALTA form used in the State of Florida, insuring Purchaser's fee simple title to the Real Property to be good and marketable, subject to the terms of such policy and the title exceptions. As used herein, the term "Title Objection Period" shall mean a period commencing on the first day following Seller's delivery to Purchaser of the Survey and Commitment and ending ten (10) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Purchaser by delivery of written notice to Seller within the Title Objection Period shall be conclusively deemed to be acceptable to Purchaser. In the event Purchaser timely objects to any title exception or Survey matter ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Purchaser in writing within five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, shall order through the Closing Agent and a title company Title Objection Period ("Seller's Notice Period") of its choice such facts (the “said notice hereinafter called "Seller's Title Company”Notice"), a commitment for title insurance (in which case the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment (the “Title Objection Letter”). Purchaser’s failure to timely object to any such title matters shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure elimination or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt curing of the Title Objection Letter shall be completed on or before the Closing Date (as defined in Section 7.1). In the “event Seller does not deliver Seller's Title Cure Notice Date”) to agree in writing Purchaser within Seller's Notice Period, Purchaser is deemed to be notified that Seller is unable or unwilling to cure before Closingthe Title Objection. In the event Seller (i) does not deliver Seller's Title Notice, or decline (ii) notifies Purchaser that Seller is unable or unwilling to curecure any Title Objection, Purchaser’s objections to the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller Purchaser shall be deemed to have elected not waived the Title Objections unless, within five (5) days following the expiration of Seller's Notice Period, Purchaser delivers to cureSeller written notice terminating this Agreement. Notwithstanding anything herein to the contrary, in which the event Purchaser maythat Purchaser's right to terminate this Agreement pursuant to any provision of this Section 5.1 has not expired prior thereto, at any time before it shall expire upon expiration of the Due Diligence Inspection Period. As used in this Agreement, either: the term "Permitted Exceptions" shall mean all matters either shown on the Survey or listed in the Commitment as either exceptions or exclusions to which Purchaser does not raise a Title Objection within the Title Objection Period or, having objected, Purchaser waives or is deemed to have waived in accordance with the provisions of this Section 5. 1. Notwithstanding the foregoing, Purchaser and Seller acknowledge that although Seller has no obligation to cure any title matters (iwhether or not the same constitute Title Objections), Seller does agree (subject to Purchaser's full performance hereunder) terminate to deliver title to the Property at Closing free and clear of any and all liens of the deeds of trust and/or mortgages created by Seller, as reflected on the Commitment. Furthermore, Seller has no obligation to ensure that the Title Company will provide extended or comprehensive coverage or any endorsements or amendments thereto, all of which, if Purchaser elects to obtain such coverage, shall be Purchaser's responsibility and shall be at Purchaser's expense. In the event of termination of this Agreement by delivering pursuant to Seller this Section 5.1, upon Purchaser's delivery of the Documents and Closing Agent a written notice of terminationthe Purchaser's Information, whereupon Title Company the Earnest Money shall release ▇▇ ▇▇▇ivered to Purchaser and return thereafter neither party shall have any further rights or obligations hereunder, except for the Deposit rights and obligations arising pursuant to Purchaser; or (ii) waive in writing its objection to the disapproved itemsSections 3.3, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller 3.5 and Closing Agent 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 Exceptions7.4.

Title Commitment. 3.5.1 Within five (5) days after the Effective Date, Closing Agent, at Purchaser’s sole cost and expense, Buyer shall order through the Closing Agent and a title company of its choice (the “Title Company”), a commitment be responsible for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shallobtaining, no later than twenty the end of the Due Diligence Period, a commitment from the Title Company to issue at Closing a policy of title insurance in a form acceptable to Buyer, which is not conditioned on the performance by any party or third party of any actions other than the express obligations of the parties under this Agreement (20ten (10) days the “Commitment”). Seller will provide, at Closing, an affidavit to the Title Company in the form attached hereto as Exhibit J. Buyer shall deliver the Commitment to Seller together with a letter from Buyer to Seller stating that the exceptions to title reflected in the Commitment are approved by Buyer. If Buyer does not provide Seller with the Commitment and such letter prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown Period, the title reflected in the Preliminary Title Commitment Report (the “Title Objection Letter”). Purchaser’s failure to timely object to or any such updated title matters report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Deposit, together with all interest thereon, shall be returned to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, as the term is hereinafter definedBuyer. If Purchaser timely objects to any item set forth in the Title Commitment, then Seller shall have the right, but not the obligation, to attempt to cure or cause to be cured before Closing such disapproved item. 3.5.2 Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title Cure Notice Date”) to agree in writing to cure before Closing, or decline no duty to cure, Purchaser’s objections and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Property, to which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion; provided, however, that Seller shall remove, bond over, or obtain a title matters 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, Molina or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a manner acceptable to Purchaser“cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If Seller elects such cure is not to cureaccomplished by the Closing Date, or fails to timely respond to Purchaser’s objectionsBuyer, Seller shall be deemed to have elected not to cureas its sole and exclusive remedy, may either terminate this Agreement, in which event Purchaser maycase the Deposit shall be returned to Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at any time before expiration Closing, Buyer shall have the right to instruct the Title Company, as escrow agent, to apply a portion of the Due Diligence Period, either: (i) terminate this Agreement by delivering Purchase Price sufficient to discharge such Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent 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 ExceptionsLien at Closing.

Title Commitment. 3.5.1 Within Purchaser shall have five days following its receipt of the Title Commitment and the Survey within which to give Seller written notice (5) days after the Effective Date, Closing Agent, at “Purchaser’s sole cost and expense, shall order through the Closing Agent and a Disapproval Notice”) of Purchaser’s disapproval of any exceptions to title company of its choice (the “Title Company”), a commitment for title insurance (the “Title Commitment”), setting forth the status of title to the Land and all exceptions which would appear in an Owner’s Policy of Title Insurance, specifying the Purchaser as the named insured and showing the Purchase Price as the policy amount. Purchaser shall, no later than twenty (20ten (10) days prior to the expiration of the Due Diligence Period deliver to Seller in writing any objections to matters shown in the Title Commitment or Survey or any other matters effecting title to the Real Property (the “Title Objection LetterExceptions”). The failure of Purchaser to give Purchaser’s failure to timely object to any Title Disapproval Notice within such title matters period shall be deemed to constitute Purchaser’s approval of same, and such shall then become a Permitted Exception, all of the Title Exceptions. In the event of Purchaser’s disapproval of any of the Title Exceptions as the term is hereinafter defined. If Purchaser timely objects to any item set forth in the Title Commitmentabove, then Seller shall have the rightfive 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 Seller elects, but not the obligationin its sole discretion, to attempt eliminate as exceptions to cure or cause title to be cured before Closing such disapproved item. 3.5.2 the Real Property. The failure of Seller shall have until 5:00 p.m. on the date which is ten (10five (5) days after receipt of the Title Objection Letter (the “Title to give Seller’s Cure Notice Date”) to agree in writing to cure before Closing, or decline to cure, Purchaser’s objections to within the title matters in a manner acceptable to Purchaser. If Seller elects not to cure, or fails to timely respond to Purchaser’s objections, Seller shall be deemed to have elected not to cure, in which event Purchaser may, at any time before expiration of the Due Diligence Period, either: (i) terminate this Agreement by delivering to Seller and Closing Agent a written notice of termination, whereupon Title Company shall release and return the Deposit to Purchaser; or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exception. Purchaser’s failure to timely deliver to Seller and Closing Agent a written notice of termination or waiver of its objection to the disapproved items period described above shall be deemed to constitute Seller’s election not to cure any of the matters described in the Purchaser’s waiver Disapproval Notice. Prior to the Closing, Seller shall eliminate, at its sole cost and expense, all Title Exceptions set forth in Seller’s Cure Notice from the Title Policy and as exceptions to title to the Real Property. If acceptable to Purchaser, Seller’s elimination of such title matters may be accomplished by Seller’s obtaining, at its objection expense, title insurance protection for Purchaser against such exception, the form of which shall be reasonably satisfactory to said items Purchaser. If Seller’s Cure Notice does not include all Title Exceptions disapproved by Purchaser in Purchaser’s Disapproval Notice, or if Seller fails to deliver Seller’s Cure Notice, Purchaser shall have 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 Section 3.5, then the Title Exceptions and such items the matters described in Article VI and Permitted Subsequent Exceptions (defined below), but excluding (i) those Title Exceptions to be deleted pursuant to the Seller’s Cure Notice, (ii) any delinquent taxes or assessments, and (iii) any liens, encumbrances or security interests securing payment of any monetary lien created by or against Seller or the Real Property, shall become be the “Permitted Exceptions” hereunder. A“Permitted Subsequent Exception” shall mean any encumbrance, encroachment, defect in title, or 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 Company prior to the Closing (by endorsement to the Title Commitment or otherwise); or (B) which is discovered by Purchaser, and of which Purchaser notifies Seller, prior to the Closing.