Common use of Title Commitment Clause in Contracts

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

Title Commitment. (a) Prior to Purchaser shall obtain no later than forty-five (45) days after the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser Effective Date (i) a preliminary title report or title insurance commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Title Commitment”), ) provided by the terms of which the Title Company agrees Escrow Agent agreeing to issue to Purchaser at Closing Purchaser, upon Closing, an ALTA owner’s policy of title insurance policy (the “Owner’s Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date)Price, insuring Purchaser’s fee simple title to the Real Property to be good and indefeasiblereal property in accordance with the provisions of this Agreement, subject only to the terms of such policy existing title exceptions and the other liens, encumbrances or exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a)that are approved by Purchaser, the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly and those which shall be discharged by Seller at, or Seller’s agents for or on behalf before, Closing, (ii) a current ALTA/NSPS survey of any Tenant the Property (each lien or claim hereinafter referred to as, a the “Tenant Lien ExceptionSurvey”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (ciii) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to closeUCC, tax lien, bankruptcy and judgment searches for the Seller (collectively, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing DateSearches”). (b) Purchaser shall have has until the date which is three (3) Business Days expiration of the Due Diligence Period to object in writing to any issue or condition not acceptable to Purchaser. Purchaser’s failure to object in writing to any such issue or condition prior to the expiration of the Inspection Due Diligence Period shall be deemed a waiver by Purchaser of its ability to terminate this Agreement pursuant to the Due Diligence Contingency. If any objection is made, Seller may, but has no obligation to, endeavor to correct such issue or condition; provided, that if such issue or condition is a valid monetary tax lien, judgment, or valid mechanic’s lien, such lien or judgment shall be paid by Seller prior to Closing or out of Seller’s proceeds at Closing, at Seller’s discretion, and in either case, no additional cure shall be necessary. Seller shall notify Purchaser of its election to endeavor to correct any such condition within ten (10) Business Days of Seller, in writing (the “Title Notice”), ’s receipt of Purchaser’s written objections. If Seller elects to correct such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Surveycondition, Seller shall have two thirty (230) Business Days after receipt days in which to exercise its best efforts to attempt to correct such condition (except for monetary liens which can be paid out of Seller’s proceeds at Closing, for which no additional cure shall be necessary) and the Title Notice (the “Cure Period”) Closing Date shall be extended as necessary to notify Purchaser in its sole permit such correction. If all such issues and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall conditions cannot be permitted to obtain affirmative insurance pursuant to clause corrected within the thirty (i30) for any matters with respect to the Property whatsoever except for Permissible Matters (howeverday period, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate despite Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above best efforts, or if Seller fails does not elect to give any notice endeavor to correct such issues or conditions, Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will may terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to or accept such issue or condition and close without any reduction in the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (Purchase Price except for the Termination Surviving Obligations) and the Independent Consideration shall liens or encumbrances of a definite or ascertainable amount which may be paid to Seller from the Purchase Price on or before Closing. Any restrictions, liens, encumbrances, easements, rights of way and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter other matters which are waived or are not objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance manner provided in this Section 5.1(b) shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreementdeemed “Permitted Exceptions”. (c) Purchaser may, at or prior may from time to Closing, notify Seller in writing (time update the “Gap Notice”) effective date of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior Commitment or examination. If such update discloses any unpermitted or unacceptable title exceptions affecting title to the expiration Property which first appeared of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior record subsequent to the expiration effective date of the Inspection Period such previous Title Commitment or examination (“New ExceptionsObjections”); provided that , then Purchaser must shall notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptionsthereof, and the Seller, in Seller’s sole discretion and at Seller’s sole cost and expense, may cure all New Exceptions will Objections. The New Objections shall be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five cured within thirty (530) days from the receipt date of Purchaser’s notice (andsuch notice, and the Closing Date shall be extended, if necessary, to permit Seller may extend the Closing Date to provide for such five thirty (530) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove to cure. If Seller cannot or otherwise obtain affirmative insurance over chooses not to cure all of the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only)Objections, then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder the right and option (except for the Termination Surviving Obligationsa) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions by giving written notice of such termination to Seller or (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(eb) to remove) will be included as Permitted Exceptionsacquire the Property subject to such New Objections. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to Buyer shall be responsible for obtaining, no later than the execution and delivery hereofend of the Due Diligence Period, Seller has caused a commitment from the Title Company to furnish issue at Closing a policy of title insurance in a form acceptable to Purchaser a preliminary title report Buyer, which is not conditioned on the performance by any party or title commitment with an effective date third party of May 27, 2010 and a draft date any actions other than the express obligations of June 10, 2010 the parties under this Agreement (the “Commitment”). Seller will provide, by the terms of which at Closing, an affidavit to the Title Company 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 ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (form attached hereto as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company Exhibit J. Buyer shall deliver the Title Policy Commitment to Purchaser at Closing effective as of Seller together with a letter from Buyer to Seller stating that the date and time of the recording of the Deed, exceptions to title reflected in the amount of Commitment are approved by Buyer. If Buyer does not provide Seller with the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days such letter prior to the expiration of the Inspection Period to notify SellerDue Diligence Period, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained title reflected in the Preliminary Title Commitment Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Existing SurveyDeposit, together with all interest thereon, shall be returned to Buyer. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Title Notice (the “Cure Period”) Property, to notify Purchaser which Buyer may object, except as may be agreed by Seller in writing, in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2provided, Seller agrees however, that Seller shall not be permitted to remove, bond over, or obtain affirmative insurance pursuant to clause (i) a title endorsement for any matters with respect to liens (“Seller Liens”) that affect the Property whatsoever except and that are not liens for Permissible Matters (howevertaxes or assessments accruing on or after the Closing and that are not created by, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day periodresult of actions of, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing whichBuyer, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money or any of their respective affiliates, agents, employees or contractors. Any cure that Seller has so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such exception from title and shall not include the bonding of, or endorsement over unless such bonding is in an amount and on terms required by the Title Company for elimination of such exception from the Title Policy (as defined in Section 5.3) as reasonably determined by Buyer. If such cure is not accomplished by the Closing Date, Buyer, as its sole and exclusive remedy, may either terminate this Agreement, in which case the Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the contrary provided in this Section 6.2right to instruct the Title Company, as escrow agent, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be apply a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration portion of the Inspection Period and the Purchase Price sufficient to discharge such Seller Lien at Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Not later than sixty (a60) Prior days after the Purchaser's request with respect to each Real Property parcel, and provided that the execution and delivery hereoflegal description of the parcel has been adequately identified, Seller has caused Owner shall furnish Purchaser the commitment of the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees Insurer to issue to Purchaser at Closing an owner’s policy ALTA Form B Owner's Policy of title insurance (the “Title Policy”) in the amount covering each parcel of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a(individually "Title Commitment"), the Title Policy may except from extended together with legible copies of all documents appearing as exceptions to title insurance coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions case of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as each parcel of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property. Not later than ninety (90) days after receipt of each Title Commitment, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits Purchaser shall notify Owner in writing of those exceptions set forth on Schedule B to issue the each Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) which Purchaser shall have until the date which is three (3) Business Days prior will not accept as permitted exceptions to the expiration of the Inspection Period title. Any item on Schedule B to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the each Title Commitment or the Existing Survey. In the event any state of facts shown on any survey to which Purchaser delivers timely notice of objections does not object within such ninety (90) days shall become permitted exceptions to title or to matters shown on (the Existing Survey"Permitted Exceptions"). Mortgages, Seller shall have two (2) Business Days after receipt deeds of trust, mechanics' liens, tax liens, and judgment liens affecting any parcel comprising part of the Title Notice Real Property are not Permitted Exceptions (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions regardless of whether specifically objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligationsnot) and the Independent Consideration shall must therefore be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to cleared by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, Owner at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing each parcel's respective Conveyance Date. If Purchaser fails timely disapproves of certain other exception(s), Owner shall have the right to deliver to Seller a notice cure any disapproved items within thirty (30) days of objections on or before such date, Owner's receipt of Purchaser's objection. Owner shall notify Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than its election in writing within five (5) days from the after receipt of Purchaser’s notice (and's notice. If Owner elects not to cure such disapproved items, if necessaryor elects to cure and fails to do so, Seller Purchaser may extend elect, on or before the Closing Conveyance Date to provide for such five any parcel of the Real Property which is the subject of Purchaser's notice, to either (5i) day period and for two (2) days following such period for Purchaser’s response)terminate this Contract, within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted of that specifically affected parcel of Real Property, in Section 6.2(bwhich event Purchaser shall be entitled to Liquidated Damages, or (ii) above accept title such as Owner is willing to Permissible Matters only)convey, then with the further right to deduct from the next installment of the cash portion Purchase Price the cost of removing such objections, provided such objection is of a nature where removal is possible by payment of a predetermined liquidated amount. If that is not the case, Purchaser may terminate this Agreement upon still accept such title as Seller can convey, but no adjustment to the Purchase Price would be granted to Purchaser; or (iii) select, in cooperation with Seller/Owner, an alternate parcel at such Seller Resort in accordance with the provisions of the definition of Real Property as well as Article XIII hereof. Any objection arising after Purchaser's notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser or Owner pursuant to the foregoing provisions this Section may be referred to Owner for disposition as set forth herein, regardless of this paragraphwhen (after Purchaser's initial notice) such objection arises, then neither party shall have any further rights or obligations hereunder (except up to and at Conveyance Date for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionssubject parcel. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to As soon as possible after the execution and delivery hereofEffective Date, Seller has caused the Title Company to furnish to Purchaser shall obtain a preliminary title report or title commitment with Commitment for an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an A.L.T.A. fee owner’s 's policy of title insurance to be marked up and/or issued at Closing (the “Title Policy”with a final policy issued as soon as possible thereafter) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended A.L.T.A. coverage, survey coverage (subject to the terms provisions of this Section 6.2(a)4(b) below), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, howevermineral coverage, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Dateavailable, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deedwithout standard exceptions, in the amount of the total Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing Price (the “Title Notice”"Commitment"), of such objections as Purchaser may have to anything contained in the Title which Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing whichissued by First American Title Insurance Company, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement whose address is terminated by Purchaser pursuant to the foregoing provisions of this paragraph▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇▇ Money Deposit ▇▇▇▇▇ (the "Title Company"), the same to bear a date later than the date hereof, wherein the Title Company shall agree to insure the title in the condition required hereunder and as marketable title subject only to those encumbrances to which Purchaser has not timely objected under Section 4.C below or, if timely objected to, which Purchaser has waived in writing (the "Permitted Encumbrances"). Permitted Encumbrances shall also include the Lease and applicable building and zoning laws. Purchaser shall, at the time of Closing, order a Policy of Title Insurance from the Title Company pursuant to said Commitment (the "Owner's Policy"). The Policy of Title Insurance shall include a survey endorsement, a mineral endorsement and a tax parcel endorsement, a comprehensive endorsement and such other endorsements as Purchaser may request (provided such requested endorsements are available in North Dakota) and it shall be returned Seller's obligation to use its best efforts, at no cost to Seller, to meet all of the requirements reasonably imposed by the Title Company to issue such endorsements. Seller shall be responsible for payment of all costs associated with the title search, title exam, and issuance of the Commitment. Purchaser upon Purchaser’s compliance with shall be responsible for the costs of the issuance of the Owner's Policy and, except as otherwise provided in Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above4.C below, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as costs of all endorsements to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionsthe Owner's Policy. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior Seller shall convey good and indefeasible title to the execution Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (as defined below). During the Inspection Period, Purchaser shall request and delivery hereof, Seller has caused the obtain from ▇▇▇▇▇▇▇ Title Guaranty Company (“Title Company”) a commitment for a standard Owner's Policy of Title Insurance issued by Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Title Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s good and indefeasible fee simple title to the Real Property to be good and indefeasibleLand, subject to the terms together with copies of such policy and the all exceptions described listed therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is seven (7) days prior to Closing to deliver to Seller written notice of Purchaser’s objections to title (the “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation (hereby confirmed) to remove all “Mortgages” and “Monetary Liens” (each as defined below) by Closing, as further described in Section 3.1.3(b) below, whether or not Purchaser objects thereto. Seller shall notify Purchaser in writing within two (2) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in the Title Objection Letter to Purchaser’s reasonable satisfaction (or does not timely respond to the Title Objection Letter), then Purchaser shall have the right to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller, in which event neither party shall have any further obligation hereunder except for the Surviving Obligations. All exceptions set forth in the Title Commitment which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. (b) In the event that any update to the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitment and that are unacceptable to Purchaser, in its reasonable discretion, Purchaser shall within three (3) Business Days prior days after receipt of any such update to the expiration of the Inspection Period to Title Commitment notify Seller, Seller in writing of its objection to any such Unacceptable Encumbrance (the “Title Unacceptable Encumbrance Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2contained herein, Seller agrees 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 not be permitted shall, prior to obtain affirmative insurance pursuant to clause Closing, eliminate by paying, bonding around or otherwise discharging (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges Unacceptable Encumbrances that Seller is not obligated to remove any such matters and this sentence does not negate arise as a result of Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause intentional acts, (ii) above any mortgages or if deeds to secure debt that appear on the Title Commitment (the “Mortgages”), and (iii) all mechanics, judgment, tax and other monetary liens and encumbrances of liquidated amounts (excluding, however, current, non-delinquent taxes and assessments) affecting the Property which were voluntarily caused or created by, through or under Seller (collectively, the “Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration eliminate or modify all of the Inspection Period to notify Seller that Purchaser will take title Unacceptable Encumbrances to the Property subject reasonable satisfaction of Purchaser (other than the Unacceptable Encumbrances, Mortgages and Monetary Liens required to all uncured exceptions or that be removed by Seller in accordance with the preceding sentence), Purchaser will may terminate this Agreement (failing which, Purchaser shall be deemed by delivering notice thereof in writing to have elected to take title to Seller by the Property subject to all uncured exceptions)Closing Date. If Upon a termination of this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraphimmediately preceding sentence, then upon prior written notice to Seller, neither party shall have any further rights or obligations obligation hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Seller shall, within five (a5) Prior business days after the Effective Date, obtain and deliver to the execution and delivery hereof, Seller has caused the Buyer a current commitment for an ALTA Owner’s Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance Insurance Policy (the “Title PolicyCommitment”) from the Title Company relating to the Property in the an amount of equal to the Purchase Price on for the ALTA Owner Policy Property. The title commitment delivered hereunder shall be conclusive evidence of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasiblemarketable title as therein shown, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to those exceptions as therein stated. Buyer shall have the Permitted Exceptions. Notwithstanding right to have a survey (the foregoing, “Updated Survey”) of the Title Policy may be delivered after Closing if Property prepared at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment sole cost and irrevocably commits in writing to issue the Title Policy in the form expense of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser Buyer and Buyer shall have until the date which is order such Updated Survey within three (3) Business Days prior to the expiration days of receipt of the Inspection Period to notify SellerTitle Commitment. Buyer shall have until five (5) business days after receipt of the Title Commitment and Updated Survey, in writing if applicable (the “Title NoticeReview Period”), of such objections as Purchaser may have ) to anything give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or the Existing Updated Survey. In the event Purchaser delivers timely If Buyer does not give notice of any objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of within the Title Notice (the “Cure Review Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller Buyer shall be deemed to have elected 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 Period”) in which to elect, by written notice to Buyer (“Seller’s Title Notice”), either (A) to cure Buyer’s objections, or (B) not to cure such exceptions and Purchaser Buyer’s objections; provided, however, notwithstanding the foregoing, Seller shall have until no obligation whatsoever to cure or attempt to cure any of Buyer’s objections. Notwithstanding the expiration preceding sentence, Seller shall be obligated, at Closing, to cause Title Company to remove deeds of trust, mortgages, security deeds or other security liens encumbering the Inspection Period to notify Seller that Purchaser Property, except the currently existing mortgage in favor of Lender which will take title be assumed by Buyer, which are caused by or due to the Property subject acts of Seller (the “Required Cure Items”). In the event Seller is unable to all uncured exceptions cause the Title Company to remove or that Purchaser will terminate this Agreement (failing whichinsure over any Required Cure Items, Purchaser Buyer’s sole remedy shall be deemed to have elected to take title to terminate the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to at which time the foregoing provisions of this paragraph, then neither party Title Company shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and return the ▇▇▇▇▇▇▇ Money Deposit to Buyer and the parties shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2have no further rights, to the extent Seller notifies Purchaser in writing liabilities, or obligations under this Section 6.2(b) Agreement (other than those that expressly survive termination). In the event that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a provide such written notice of objections on its election to proceed under either clause (A) or before such date(B) above, Purchaser will Seller shall be deemed to have waived elected clause (B) above. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any objection to the New Exceptionsreason, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than then, within five (5) days from the after receipt or deemed receipt of PurchaserSeller’s notice Title Notice, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (and, if necessary, Seller may extend the Closing Date to provide for such five (5x) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon by giving a termination notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraphSeller, then neither party at which time Title Company shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and return the ▇▇▇▇▇▇▇ Money Deposit to Buyer and the parties shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate have no further rights, liabilities, or obligations under this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Buyer’s title as shown in the manner set forth aboveTitle Commitment, the New Exceptions (except those Seller has removed title exception documents, the existing survey or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions” means:”. If Seller does not timely receive notice of Buyer’s election to terminate under this Section, Buyer will be deemed to have waived the uncured objections and such uncured objections shall become “Permitted Exceptions”.

Title Commitment. Sellers shall, within three (a3) Prior business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 Real Property (the “"Commitment”)") with respect to each Property, by together with a legible copy of each instrument that is listed as an exception in the terms of which Commitment, with the Title Company agrees cost thereof to issue to Purchaser at Closing an owner’s policy of title insurance 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 PolicyObjection 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 on the ALTA Owner Policy for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurance with extended coverage Insurer. Sellers shall notify Buyer, within five (subject 5) days after Sellers’ receipt of Buyer's notice of Objectionable Items, as to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or "Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”'s Election"); provided, however, and if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to no such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and notice is given within such time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller Sellers shall be deemed to have elected not to 19 cure such exceptions and Purchaser shall have until the expiration any of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions)Objectionable Items. If this Agreement is terminated by Purchaser pursuant Sellers are unwilling or unable to cure some or all of the foregoing provisions of this paragraphObjectionable Items, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) Buyer shall, as its sole and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided exclusive remedy in this Section 6.2such event, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller make an election in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing"Buyer's Election"), (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than within five (5) days from after receipt by Buyer of Sellers’ Election (or the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant time period for Sellers to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to make Sellers’ Election if Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters onlysend notice of Seller's Election) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” meanseither:

Title Commitment. 4.1.1 Purchaser shall, at Purchaser’s cost and expense, instruct the Escrow Agent to issue an A.L.T.A. Owner’s Policy of Title Insurance (astandard coverage) Prior to for the execution and delivery hereofProperty, Seller has caused along with legible copies of all documents referenced in said title commitment (the “ Title Company to furnish Commitment”) to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June Seller within ten (10, 2010 () days after the “Commitment”), by the terms of which the Title Company agrees to issue to Effective Date such that Purchaser at Closing shall obtain an owner’s policy of title insurance (the “Title Policy”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property Property, with such affirmative coverage and endorsements as Purchaser shall require and shall have contracted for with the Escrow Agent prior to be good and indefeasible, subject expiration of the Due Diligence Period. Prior to the terms expiration of such policy the Due Diligence Period, Purchaser shall obtain, at Purchaser’s sole cost and expense, a survey of the exceptions described therein. Notwithstanding anything Land prepared by a licensed surveyor to the contrary contained extent required by Purchaser or will be required by the Escrow Agent in this Section 6.2(a), connection with its issuance of the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien ExceptionSurvey”); provided, however, if . Purchaser shall provide the Escrow Agent and Seller with a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as copy of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing DateSurvey. (b) 4.1.2 Purchaser shall have until the date which that is three ten (310) Business Days business days prior to the expiration of Approval Date (as defined in Section 4.3 below and herein also referred to as the Inspection Period “Title Objection Date”) in which to notify Seller, in writing provide Seller written notice (the “Title Notice”), ) of such any objections as (“Objections”) Purchaser may have to anything contained any defects of title disclosed in the Title Commitment or the Existing Survey. In the event ; provided, however, that, except as provided in Section 4.1.3 below, Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, expressly agrees that Seller shall have two no obligation whatsoever to cure or attempt to cure any Objection, whether or not appearing on a properly delivered Title Notice. If Seller elects to attempt the cure of an Objection identified in Purchaser’s Title Notice, then Seller shall have until the date that is five (25) Business Days business days after Seller’s receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereofwriting of those Objection(s); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, if any, Seller agrees that to attempt to cure. Seller’s failure to provide any written notice within such time shall be deemed Seller’s election not to cure any Objection. If, within such time, Seller expressly agrees to attempt to cure an Objection, Seller shall use commercially reasonable efforts to effect such cure prior to Closing, provided that, if the same has not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to been cured by Closing, Seller shall have the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not extend Closing for up to thirty (30) days in order to continue its efforts to complete the cure any exceptions objected to by Purchaser pursuant to this Section 6.2)of such Objection. If Seller gives Purchaser notice under clause (ii) above fails within such cure period to cure the Objections, or if prior to the expiration of such cure period Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be elects or is deemed to have elected not to cure such exceptions any Objections, Purchaser may either elect to (i) proceed to Closing and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take waive any uncured title to the Property subject to all uncured exceptions objections, or that Purchaser will (ii) terminate this Agreement by written notice to Seller (failing whichA) on or prior to the first to occur of (x) five (5) days after the expiration or earlier termination of the cure period and (y) the Date of Closing (x or y being in the event of Seller not curing any Objections it elected to attempt to cure), Purchaser shall be or (B) prior to the Approval Date pursuant to Section 4.4 below (in the event Seller elects or is deemed to have elected not to take title attempt to cure), in which event the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party Escrow Agent shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and refund the ▇▇▇▇▇▇▇ Money Deposit to Purchaser, and the parties thereafter shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in have no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller further obligations under this Agreement, except as specifically survive such termination. (c) Purchaser may4.1.3 Notwithstanding the foregoing, at or prior Seller agrees to Closing, notify Seller in writing (satisfy and cause to be released of record the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period following (“New ExceptionsMust-Cure Objections”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:):

Title Commitment. (a) Prior to the execution and delivery hereofBuyer's approval, Seller has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”)in its sole discretion, by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount expiration of the Purchase Price on Due Diligence Period of the ALTA Owner Policy of Title Insurance with extended coverage following (subject to the terms of this Section 6.2(a))collectively, Standard Form Rev. 6/17/06 "Commitment"): (as amended to date), insuring Purchaser’s fee simple i) a current title to commitment for the Real Property to be good issued by the Title Company; (ii) copies of all underlying title documents described in such title commitment; and indefeasible, subject to (iii) the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(aExisting Survey (defined below), the Title Policy may except from extended coverage if any, or any unrecorded liens or claims (or right to liens or claims) for workupdate thereto obtained by Buyer if Buyer so elects, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period Due Diligence Period. (a) Seller shall deliver (or cause to notify be delivered) to Buyer the Commitment and, if possessed by Seller, in writing an ALTA Property survey ("Existing Survey"). Buyer, at its sole discretion, cost and expense, shall have the right to commission an updated survey (the “Title Notice”"Updated Survey"), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers Buyer timely notice of objections to title or objects in writing to matters shown on the Commitment, the Existing SurveySurvey and the Updated Survey in accordance with the approval procedures set forth in Section 3.4 herein, Seller shall have two (2) Business Days after receipt of the Title Notice (right, but not the “Cure Period”) obligation, to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser Buyer in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than within five (5) calendar days from after the date of Seller's receipt of Purchaser’s the Buyer's notice (andthat Seller desires to have until Closing in which to remove or to cure, if necessary, Seller or to agree to remove or to cure some or all of the disapproved items to Buyer's reasonable satisfaction. Seller's notice may extend the Closing Date limit such attempts to provide for cure or remove to exclude payment of money or taking any judicial action. Seller's failure to deliver such notice to Buyer within such five (5) day period with respect to any disapproved item shall be deemed to be an election by Seller not to attempt to remove or to cure such items. Notwithstanding the foregoing, Seller agrees to remove prior to or concurrently with the Close of Escrow any mortgages or deeds of trust encumbering the Real Property, any liens for delinquent taxes, judgment liens, or mechanic's liens arising out of work performed or materials supplied to the Real Property by Seller, but in all events excluding the lien for taxes, not yet due and for two (2) days following such period for Purchaser’s response)payable. In connection therewith, within which ▇Seller shall have the option, in Seller's sole discretion and without Retail Opportunity Investment Corp./Regency Santa ▇▇▇ ▇▇▇▇▇▇ mayDowntown Plaza.P&S Agt (v8 – Final) Buyer's consent, of curing Buyer's objection to any mechanic's lien encumbering the Property or a portion thereof in the face amount of Fifty Thousand and No/100 Dollars ($50,000.00) or less by the posting of a bond by a reputable bonding company reasonably acceptable to Buyer, provided that Buyer shall have reasonable approval rights with respect to the form, terms, and amount of the bond so posted. Buyer shall be deemed to have approved all exceptions not objected to by Buyer or to which objections have been waived by Buyer pursuant to Section 3.3.4(b) below. (b) If Seller elects not to attempt to remove or to cure some or all of the disapproved items pursuant to Section 3.3.4 (a) to Buyer's reasonable satisfaction, or if Seller has agreed to attempt to remove or cure some or all of such disapproved items and is unable to or has failed to remove or cure the same, then Buyer shall have, as Buyer's sole and exclusive remedy, the right exercisable on or before three (3) business days after Seller's election or deemed election (or prior to Close of Escrow if Seller elects but is under no obligation to, unable or fails to remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). Ifcure such disapproved item) either (i) to waive such exceptions to title, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (and proceed to take title to the extent permitted Property without any deduction or offset in Section 6.2(bthe Purchase Price, or (ii) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid Escrow by giving written notice of such termination to Seller and to Escrow Holder in which event Buyer and Seller shall have no further liability to the ▇▇▇▇▇▇▇ Money other hereunder except for those provisions that specifically survive the termination of this Agreement and the Deposit shall be returned to Purchaser upon Purchaser’s compliance Buyer. Buyer's failure to provide Seller or Escrow Holder with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth written notice of termination within said three (3) business day period shall constitute Buyer's election under clause (i) above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to the execution and delivery hereof, Seller has caused the Title Company to shall furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27Purchaser, 2010 and a draft date of June 10, 2010 within twenty (20) days from the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount beginning of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to asInspection Period, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in current Title Commitment ("Title Commitment") from the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien ExceptionEscrow Agent. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until twenty (20) days from the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), receipt of such Title Commitment to state any objections as Purchaser may have to anything contained in title. Exceptions shown on the Title Commitment or not objected to by Purchaser by delivery of written notification to Seller within twenty (20) days from the Existing Surveyreceipt of the Title Commitment, shall be deemed to be acceptable to Purchaser as if specified herein. In The foregoing accepted exceptions are collectively referred to herein as the event Purchaser delivers timely "Permitted Exceptions". Upon receipt of written notice of objections to title or to matters shown on the Existing SurveyPurchaser's objections, Seller shall have two a reasonable time, not to exceed thirty (230) Business Days after days from the date of receipt of the Title Notice (the “Cure Period”such written notice, in which to remedy or remove such exception(s) objected to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured overby Purchaser. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that If Seller is not obligated unable or unwilling to remove or remedy any such matters and this sentence does not negate Seller’s right to not cure any survey matter or title exceptions objected to by Purchaser pursuant within thirty (30) days from the date of written notice of such Purchaser's objections, then each of Purchaser and Seller shall have the right to terminate this Section 6.2)Contract, unless Purchaser elects to waive any such objections and notifies Seller thirty (30) days before the date of closing (hereinafter defined) that (a) such title objections are now Permitted Exceptions and (b) of Purchaser's intentions to close the transaction contemplated herein. If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day periodContract is canceled in accordance with this provision, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed entitled to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions a refund of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit and neither Seller nor Purchaser shall have any other liability to the other. The Seller shall convey the Property to the Purchaser at closing subject only to the Permitted Exceptions. It is specifically understood, however, that no deed of trust lien, mortgage, security interest, mechanic's and materialman's lien, or other lien or security interest securing the payment of money, as may be shown on Schedule C of the Title Commitment, shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter deemed a "Permitted Exception" whether or not objected to by Purchaser in Purchaser; and Seller agrees to cause to be released of record at closing all such monetary liens. Seller further warrants that the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default Property is presently occupied solely by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) an affiliate of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection PeriodSeller, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser at closing there will be deemed to have waived any objection to the New Exceptionsno tenants-in-possession, and the New Exceptions will be included or parties-in-possession, other than Seller as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionsherein permitted. (d) The term “Permitted Exceptions” means:

Title Commitment. No later than twenty (a20) Prior to Business Days following the execution and delivery hereofof this Agreement, Seller has caused shall, at its own cost and expense, provide Buyer with (i) a recent survey of the Title Company to furnish to Purchaser a preliminary title report Real Estate owned by Seller or title commitment with an effective date any of May 27, 2010 and a draft date the Companies or any of June 10, 2010 the Operating Subsidiaries (the “CommitmentSurveys”), (ii) a recent title policy commitment in favor of the applicable company issued by a nationally recognized title insurance company reasonably acceptable to Buyer and Seller (the terms “Title Company”) covering the Real Estate owned by Seller or any of which the Companies or any of the Operating Subsidiaries (the “Title Commitment”) and (iii) copies of all documents referenced as exceptions to title in the Title Company agrees Commitment. Seller shall not be obligated to issue to Purchaser at Closing an owner’s furnish any policy of title insurance issued by the Title Company or otherwise in respect of any portion of the Real Estate (the a “Title Policy”) in the amount ), and it shall not be a requirement of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (subject or condition to the terms Closing that Buyer obtain or be able to obtain any Title Policy or that Buyer have or be able to have the survey exception in any Title Policy modified in any manner or that any other special endorsements be made to any Title Policy, including any endorsement regarding restrictive covenants. All costs of any Title Policies obtained by Buyer shall be borne by Buyer. Any provision of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything Agreement to the contrary contained in this Section 6.2(a)notwithstanding, the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf at Closing Seller shall quitclaim all of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to asright, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded title and interest in the Official Records prior and to the Closing DateGathering System without any representations or warranties, then the terms and conditions of Sections 6.2(b) and (c) express or implied. Seller shall apply with respect use its commercially reasonable efforts to such Tenant Lien Exception. As a condition deliver, or cause to Purchaser’s obligation be delivered, to close, the any applicable Title Company such surveys, certificates, acknowledgements or other documents as shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the reasonably required by such Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of order for such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the issue Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller Policies free of any objection to any such New Exception prior to the date which is the earlier to occur of and all Liens (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as other than Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving ObligationsEncumbrances) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionsissue customary title endorsements. (d) The term “Permitted Exceptions” means:

Title Commitment. Seller, at Seller’s sole expense, shall obtain a commitment (athe “Title Commitment”) Prior for title insurance issued by Kenzley Title Company (the “Title Company”), showing merchantable title to the execution and delivery hereofReal Estate in Seller, Seller has caused committing the Title Company to furnish to Purchaser a preliminary title report or title commitment with issue an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company 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 ALTA Owner Owner's Policy of Title Insurance with extended coverage over the standard or general exceptions to title (subject to the terms “Owner’s Policy of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claimsInsurance”) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase PricePrice or such other amount as Purchaser and the Title Company may agree. Buyer shall, insuring Purchaser as owner of fee simple title at Buyer’s expense, procure an ALTA survey and cause the same to be certified to the Real PropertyTitle Company. Seller shall provide the Title Commitment to Purchaser or Purchaser’s attorney within twenty (20) days of the execution of this Agreement. Within ten (10) days after receiving the Title Commitment, and subject only Purchaser shall provide Seller with written notice of any objections to the Permitted Exceptionsform and/or contents of the Title Commitment (the “Objection Notice”). Notwithstanding If Purchaser does not provide Seller with the foregoingObjection Notice in a timely manner, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected accepted by Purchaser. Further, matters not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Objection Notice with respect to the Title Notice, then Seller’s obtaining such affirmative insurance Commitment shall be deemed acceptable to Purchaser and shall be a condition Permissible Exception. Notwithstanding the foregoing, Seller shall be obligated to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser maydischarge and satisfy, at or prior to ClosingClosing and without the need for such items to be included in any Objection Notice, notify Seller in writing (any liens, mortgages, mechanic or materialmen liens, judgment liens or any other liens evidencing monetary encumbrances against the “Gap Notice”) of any objections to title Real Estate, which (i) raised are judgment, income tax, mechanic’s or materialmen’s liens held by the Title Company between the expiration of the Inspection Period and the Closingpersons claiming through or under Seller, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Periodare liens for delinquent real estate taxes, and or (iii) not disclosed in writing were voluntarily granted by Seller to Purchaser and as security for indebtedness, including, deeds of trust, mortgages or any other instrument securing debt of Seller or its affiliates identified in the Title Company prior to Commitment (collectively, the expiration of the Inspection Period (“New ExceptionsSeller’s Monetary Encumbrances”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to provides Seller with the Objection Notice in a timely manner, the following procedure shall be utilized: i. Seller, in its discretion, may elect, by providing Purchaser written notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five within ten (510) days from the receipt of Purchaser’s notice Objection Notice, to either (anda) decline to cure such objections, if necessary, or (b) utilize good faith efforts to cure such objections to the reasonable satisfaction of Purchaser (“Seller’s Election Notice”). ii. If Seller may extend (a) fails to cure such objections to the Closing Date to provide for such five reasonable satisfaction of Purchaser within ten (5) day period and for two (210) days following such period for after Purchaser’s response)receipt of Seller’s Election Notice, within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove (b) declines to cure such objections or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5c) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted provide Purchaser with Seller’s Election Notice in Section 6.2(b) above as to Permissible Matters only)a timely manner, then Purchaser may elect, as its exclusive remedies, to either (x) terminate this Agreement upon notice to Seller no later than two (2) days following expiration Agreement, in which case all obligations of the five parties hereunder shall cease, except as otherwise provided in this Agreement, or (5y) day cure periodaccept the Title Commitment and proceed to Closing. If this Agreement is terminated by Purchaser pursuant to shall provide Seller written notice of its election on or before the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder Closing (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon “Purchaser’s compliance with Section 4.5Election Notice”). iii. If Purchaser fails to terminate does not provide Seller with Purchaser’s Election Notice in a timely manner, this Agreement shall thereafter be considered terminated and all obligations of the parties hereunder shall cease, except as otherwise provided in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionsthis Agreement. (d) The term “Permitted Exceptions” means:

Title Commitment. Within thirty (a30) Prior days after the Effective Date, Purchaser shall have the option to the execution and delivery hereof, Seller has caused the obtain a commitment (“Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by ) for an Owner’s Policy of Title Insurance for the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) Property in the amount of the Purchase Price on (“Title Policy”) issued by Kingdom Title Solutions, Inc. (“Title Company”) setting forth the ALTA Owner Policy condition of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property Property. Purchaser shall have thirty (30) days after receipt of the Title Commitment being no later than January 7, 2022 (“Title Review Period”) to be good and indefeasible, subject review the condition of title to the terms of such policy and the exceptions described thereinProperty. Notwithstanding anything to the contrary contained in this Section 6.2(a), If during the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the DeedReview Period, in the amount Purchaser’s reasonable opinion there is an unresolved lien or encumbrance in the Title Commitment that may invalidate or impair the title, Purchaser shall provide written notice of its objections to Seller on or before the expiration of the Purchase PriceTitle Review Period. (a) Seller shall have no obligation to correct or cure such objections, insuring Purchaser as owner of fee simple title but may at its sole option, elect to cure or correct such objections. If Seller elects to correct or cure the Real Propertyobjections, Seller shall send written notice to Purchaser. Seller shall commence such cure with due diligence and subject only shall have the right to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at extend the Closing the Title Company issues Date for a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing reasonable period of time to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Datecomplete such cure. Purchaser shall not terminate this Agreement while Seller is completing such cure. (b) Purchaser If Seller elects not to correct or cure the objections, Seller shall have until provide written notice to the date which is Purchaser. Within three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days days after receipt of Seller’s notice, the Title Notice (Purchaser shall have the “Cure Period”) right, upon written notice to notify Purchaser in its sole and absolute discretion: Seller, to either (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (agree to waive any objections and provided reasonable evidence thereof)proceed to closing without any cure of the objections and without any reduction in the Purchase Price; or (ii) that Seller elects not elect to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to in which event the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party parties shall have any no further rights or obligations hereunder (hereunder, except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything obligations to indemnify, defend and hold harmless shall survive the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under termination of this Agreement. (c) If Purchaser may, at fails to send written notice of its objections or prior termination to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Title Review Period, and (iii) not disclosed in writing by Seller Purchaser shall waive any right to Purchaser and object to any matter or condition relating to the Title Company prior Commitment or the condition of title to the expiration of the Inspection Period (“New Exceptions”); provided that Property and Purchaser must notify Seller of waives any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails right to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted ExceptionsAgreement. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior Promptly following the Effective Date, Purchaser shall request that Escrow Agent cause the title to the execution and delivery hereofProperty to be examined, Seller has caused and, to arrange for the Title Company to furnish issuance to Purchaser of a preliminary written commitment for the issuance to Purchaser of a standard form of owner’s title report insurance policy for the Property. If such title examination or commitment shall disclose any liens, encumbrances, restrictions, easements or other title commitment with an effective date of May 27defects, 2010 and matters or exceptions which render title unmarketable or otherwise prohibit its continued operation as a draft date of June 10, 2010 multifamily project (the “CommitmentUnacceptable Title Exceptions”), by then Seller shall undertake to remedy or eliminate any such Unacceptable Title Exceptions, at the terms sole cost and expense of which Seller, in a manner reasonably satisfactory to Purchaser; provided that Purchaser shall have given Seller written notice of any such Unacceptable Title Exceptions within fifteen (15) calendar days following its receipt of the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance commitment (the “Title PolicyExamination Period”) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage (which shall remain subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple a title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage continuation for new matters reflected on any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective title update as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptionsclosing. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt the obligation, at its sole cost and expense, to discharge any and all liens, mortgages, or assessments otherwise affecting the Property or its ability to convey the Property and such shall not be considered Unacceptable Title Exceptions hereunder. If Purchaser shall not deliver the title commitment to Seller of any Unacceptable Title Exceptions prior to 6:00 p.m. Eastern Time on the last day of the Title Notice (the “Cure Examination Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, then Purchaser shall be deemed to have elected waived any objections to take the condition of the title to the Property subject to all uncured exceptions)for purposes of this Agreement. If Seller shall be unable to remedy or eliminate the Unacceptable Title Exceptions prior to the scheduled Closing, then at Purchaser's sole election, within fifteen (15) days of receipt of Seller’s notice of its inability to remedy the Unacceptable Title Exceptions, Purchaser shall have the right to i) terminate this Agreement is terminated and Escrow Agent shall promptly refund to Purchaser the full amount of the Deposit, ii) extend the Closing by Purchaser such reasonable amount of time reasonably necessary to allow Seller to remedy or eliminate the Unacceptable Title Exceptions, or iii) the parties shall proceed to Closing pursuant to the foregoing provisions terms of this paragraphAgreement in accordance with and subject to the terms and conditions hereof, then neither party shall have any further rights or obligations hereunder (except without an abatement in the Purchase Price for the Termination Surviving ObligationsProperty. The failure of Seller to respond in writing to any notice of Purchaser setting forth any Unacceptable Title Exceptions within four (4) and the Independent Consideration business days of its receipt thereof shall be paid deemed to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing an election by Seller to Purchaser and the undertake to remedy or eliminate such Unacceptable Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Sellers shall, within three (a3) Prior business days after the Effective Date, deliver or cause Title Insurer to deliver, a title commitment to insure fee title to the execution and delivery hereof, Seller has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 Real Property (the “"Commitment”)") with respect to each Property, by together with a legible copy of each instrument that is listed as an exception in the terms of which Commitment, with the Title Company agrees cost thereof to issue to Purchaser at Closing an owner’s policy of title insurance 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 PolicyObjection 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 on the ALTA Owner Policy for such Property in favor of Buyer, with such Objectionable Items having been removed as exceptions or insured over by Title Insurance with extended coverage Insurer. Sellers shall notify Buyer, within five (subject 5) days after Sellers’ receipt of Buyer's notice of Objectionable Items, as to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 which Objectionable Items Sellers and/or Title Insurer are willing or able to cure or remove (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or "Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”'s Election"); provided, however, and if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to no such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and notice is given within such time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller Sellers shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration any of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions)Objectionable Items. If this Agreement is terminated by Purchaser pursuant Sellers are unwilling or unable to cure some or all of the foregoing provisions of this paragraphObjectionable Items, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) Buyer shall, as its sole and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided exclusive remedy in this Section 6.2such event, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller make an election in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing"Buyer's Election"), (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than within five (5) days from after receipt by Buyer of Sellers’ Election (or the receipt expiration of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such time period for Purchaser’s responseSellers to make Sellers’ Election if Seller fails to send notice of Seller's Election) either: (a) to accept title to the Properties subject to the Objectionable Items which Sellers are unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Section 5.1; or (b) to terminate this Agreement in accordance with Article 14 hereof; provided however, that in the event that Seller elects to cure, or is required to cure pursuant to the terms of this Agreement, any Objectionable Item and fails to do so prior to Closing, such failure shall be a default by Seller and subject to the terms of Section 13.2 hereof. If Sellers have not received Buyer's Election within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the such five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (Buyer shall be deemed conclusively to have elected to accept title to the extent permitted Properties in Section 6.2(baccordance with paragraph (a) above as to Permissible Matters only)above. At the applicable Closing, then Purchaser may terminate this Agreement upon notice to each Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance provide Title Insurer with Section 4.5. If Purchaser fails to terminate this Agreement a Title Affidavit in the manner set forth aboveform of Exhibit K attached hereto. Under no circumstances shall any Seller be obligated to give Title Insurer any certificate, affidavit, or other undertaking of any sort which would have the New Exceptions (except those effect of increasing the potential liability of such Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated that which it would have by Section 6.2(e) to remove) will be included as Permitted Exceptionsgiving Buyer the Special Warranty Deed required hereunder and giving the Title Insurer the Title Affidavit in the form of Exhibit K attached hereto. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to the execution and delivery hereof, Seller has caused Purchaser shall cause the Title Company to furnish to Purchaser (i) a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company 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 ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b"COMMITMENT") and (cii) shall apply with respect copies of all recorded documents referred to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as on Schedule B of the date and time of Commitment as exceptions to coverage (the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date"TITLE DOCUMENTS"). (b) Purchaser shall have until the right to object in writing to any matters shown on the Commitment or disclosed by the Title Documents, the Existing Survey or any updated or subsequent survey that are not Permitted Exceptions (individually, a "TITLE OBJECTION" and collectively, the "TITLE OBJECTIONS") prior to the date which is three the tenth (310th) Business Days Day following the execution and delivery of this Agreement. Purchaser shall have the further right to order a run-down title examination prior to the expiration of the Inspection Period Closing, and to notify Seller, in writing (the “submit to Seller any Title Notice”), of such objections as Purchaser Objection which may have arisen since the initial Commitment. Unless Purchaser shall timely object to anything contained in the Title Commitment any exceptions or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on or disclosed by the Title Commitment, the Title Documents, the Existing SurveySurvey or any updated or subsequent survey, all such exceptions and matters (other than exceptions relating to the matters described in Section 6.2(c)) shall be deemed to constitute additional Permitted Exceptions. Seller may elect (but, subject to Section 6.2(c), shall not be obligated) to remove or cause to be removed, at Seller's expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal. Seller shall have two notify Purchaser in writing within ten (210) Business Days days after receipt of the Purchaser's notice of Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Objections whether Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2)same. If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day periodprovide such notice, Seller shall be deemed to have elected not to cure such exceptions Title Objections. If Seller is unable to remove any Title Objections in a manner acceptable to Purchaser (in Purchaser's reasonable discretion), prior to the Closing, or if Seller elects not to remove one or more Title Objections, Purchaser may elect, as its sole and Purchaser shall have until exclusive remedy therefor, to either (i) terminate this Agreement by giving written notice to Seller on or before the earlier of the date that is three (3) Business Days after receipt of Seller's notice or three (3) Business Days after the expiration of the Inspection Period foregoing ten (10) day period, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be paid to notify Seller that Purchaser will take title Purchaser, upon Purchaser's unilateral written instructions to the Property subject Escrow Holder within the foregoing time period, Purchaser shall return the Purchaser's Information to all uncured exceptions Seller, and thereafter the parties shall have no further rights or that obligations hereunder except for the Termination Surviving Obligations or (ii) waive such Title Objections, in which event such Title Objections shall be deemed additional "Permitted Exceptions" and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the period set forth in (i) above, Purchaser will terminate this Agreement (failing whichfails to give Seller and Escrow Agent such written notice, then Purchaser shall be deemed to have elected to take title to the Real Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser such Title Objections pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement6.2(b)(ii). (c) Purchaser mayNotwithstanding any provision of this Section 6.2 to the contrary, at or Seller will be obligated, prior to or at the Closing, notify Seller in writing (the “Gap Notice”) of any objections to cure exceptions to title to the Property relating to (i) raised by liens and security interests securing the Title Company between the expiration of the Inspection Period and the Closingloan from GELCO Corporation to Seller, (ii) not disclosed any other monetary liens or security interests against Seller's interest in writing by the Title Company to Purchaser Property (including, without limitation mechanics' liens, judgment liens and tax liens against Seller's interest in the Property), (iii) all taxes and assessments due and payable for any period prior to the expiration of the Inspection PeriodClosing, and (iiiiv) not disclosed in writing by Seller any exception to Purchaser and title created after the Title Company prior to the expiration effective date of the Inspection Period (“New Exceptions”); provided Commitment that Purchaser must notify Seller of any objection has not been consented to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of by Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Within ten (a10) Prior to days after the execution and delivery hereofContract Date, Seller has caused the Title Company to furnish shall, at Seller’s sole cost, deliver to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title PolicyCommitment”) in the amount of the Purchase Price on the ALTA Owner Policy of issued by First American Title Insurance with extended coverage (subject to the terms of this Section 6.2(a))Company, Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein▇▇ ▇. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2▇, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title NoticeSuite 310, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; providedChicago, howeverIllinois, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which 60603 Attn: ▇▇▇▇ ▇▇▇▇▇▇ may(the “Title Company”), but for an owner’s title insurance policy with respect to the Land, in the full amount of the Purchase Price, together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitment. The date on which Purchaser has received the Title Commitment is under no obligation toreferred to as the “Commitment Delivery Date.” During the Inspection Period, remove or otherwise obtain affirmative Purchaser shall negotiate an ALTA extended coverage proforma title insurance over policy (including such endorsements as may be required by Purchaser) with Title Company (the objectionable New Exceptions except as provided for in Section 6.2(e“Title Policy”). IfIt shall be a condition precedent to Purchaser’s obligation to proceed to Closing that, within at Closing, the five Title Company shall issue the Title Policy (5or have given Purchaser at Closing an irrevocable and unconditional commitment in form reasonably satisfactory to Purchaser to issue such Title Policy after Closing) day periodinsuring, Seller does not remove or otherwise obtain affirmative insurance over in the objectionable New Exceptions (full amount of the Purchase Price, Purchaser as the fee simple owner of the Land and the Improvements, subject only to the extent permitted in Section 6.2(b) above as to Permissible Matters only)Permitted Exceptions. If the foregoing condition precedent fails for any reason other than the actions or omissions of Purchaser, then Purchaser may elect to either (i) proceed to Closing and waive the failure of such condition or (ii) terminate this Agreement upon by delivery of written notice to Seller no later than two on or prior to Closing, in which event (2i) days following expiration of the five Deposit shall be returned to Purchaser, and (5ii) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights liabilities or obligations hereunder (except for the Termination Surviving Obligations) those liabilities and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate obligations that expressly survive a termination of this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted ExceptionsAgreement. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to Buyer shall be responsible for obtaining, no later than the execution and delivery hereofend of the Due Diligence Period, Seller has caused a commitment from the Title Company to furnish issue at Closing a policy of title insurance in a form acceptable to Purchaser a preliminary title report Buyer, which is not conditioned on the performance by any party or title commitment with an effective date third party of May 27, 2010 and a draft date any actions other than the express obligations of June 10, 2010 the parties under this Agreement (the “Commitment”). Seller will provide, by the terms of which at Closing, an affidavit to the Title Company 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 ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (form attached hereto as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company Exhibit J. Buyer shall deliver the Title Policy Commitment to Purchaser at Closing effective as of Seller together with a letter from Buyer to Seller stating that the date and time of the recording of the Deed, exceptions to title reflected in the amount of Commitment are approved by Buyer. If Buyer does not provide Seller with the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days such letter prior to the expiration of the Inspection Period to notify SellerDue Diligence Period, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained title reflected in the Preliminary Title Commitment Report (or any updated title report) shall be deemed unacceptable and disapproved, this Agreement shall terminate and the Existing SurveyDeposit, together with all interest thereon, shall be returned to Buyer. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Title Notice (the “Cure Period”) Property, to notify Purchaser 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 endorsement for any liens (i“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 removed so agreed to perform or is obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. For purposes of this Section 5.1, a “cure” of a title exception means the elimination of such objectionable exceptions exception from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause 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 (ias defined in Section 5.3) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller as reasonably determined by Buyer. If such cure is not obligated to remove any such matters accomplished by the Closing Date, Buyer, as its sole and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day periodexclusive remedy, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will may either terminate this Agreement (failing whichAgreement, Purchaser shall be deemed to have elected to take title to in which case the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the contrary provided in this Section 6.2right to instruct the Title Company, as escrow agent, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be apply a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration portion of the Inspection Period and the Purchase Price sufficient to discharge such Seller Lien at Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Within ten five (a105) Prior to Business Days after the execution and delivery hereofEffective Date, Seller has caused shall deliver request from the Title Company to furnish to Purchaser a preliminary title report or the title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 for the Property (the “"Seller's Title Commitment”"), by specifying Seller as the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy”) in the amount record owner of the Purchase Price on Property, showing Purchaser as the ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deedprospective named insured, in the amount of the Property Purchase Price, insuring showing the status of title of the Property and listing all exceptions (including, but not limited to, easements, restrictions, rights-of- way, covenants, reservations, encumbrances, liens and other conditions, if any, affecting the Property) which would appear in the Owner’s Policy of Title Insurance, when issued, together with true, correct and legible copies of all items and documents referred to therein. Within five business days after receipt of the title commitment and related documents by Seller, Seller shall convey it to Purchaser. Seller shall deliver to Purchaser as owner of fee simple title to the Real Property, and at closing subject only to the "Permitted Exceptions,” as defined herein. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until a period (the "Review Period") ending on the date which is three fifteen (315) Business Days business days after the date on which Purchaser receives the last of (i) the Title Commitment; and (ii) true, legible copies of all instruments referred to in the Title Commitment, in which to notify Seller of any objections Purchaser has to any matters shown or referred to in the Title Commitment (“Objection Notice”). Any exception to which Purchaser does not object shall be considered a "Permitted Exception". In the event Purchaser timely provides Seller an Objection Notice, Seller shall have the right, but not the obligation, at its sole cost, to eliminate or modify such unacceptable exceptions or conditions and give Purchaser written notice of Seller’s intent to eliminate or modify such unacceptable exceptions thereof within ten (10) days following delivery of the Objection Notice (“Seller’s Cure Period”). In the event Seller is unable or unwilling to eliminate or modify such unacceptable exceptions or conditions to the satisfaction of Purchaser within Seller's Cure Period, then in that event Seller or Purchaser may terminate this Contract by providing written notice to Seller the other party at any time at or prior to the expiration of the Inspection Period to notify SellerPeriod, in writing (which event this Contract shall terminate and the “Title Notice”), of such objections as Purchaser may parties hereto shall have no further obligations one to anything contained in the Title Commitment or the Existing Surveyother. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within timely terminate the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing whichContract as aforesaid, Purchaser shall be deemed to have elected to take waive any such unacceptable conditions and exceptions and proceed to Closing. Seller shall have no obligation to remove or cure title objections, except for (1) liens of an ascertainable amount created by Seller (including any financing which encumbers the Property), which liens Seller shall cause to be released at the Property subject Closing or affirmatively insured over by the Escrow Agent, as title insurer, (2) any exceptions or encumbrances to all uncured exceptions). If title which are created by Seller after the date of this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon without Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Periodconsent, and (iii3) non-consensual liens not disclosed exceeding $25,000 in writing by the aggregate, which liens Seller shall cause to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) be released at the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (by the Escrow Agent as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptionstitle insurer. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to the execution Contract Date, Sellers ordered (and delivery hereof, Seller has caused promptly after the Title Company receipt of the same shall deliver to furnish to Purchaser a preliminary title report or title commitment with an effective date of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company agrees to issue to Purchaser at Closing an owner’s policy of title insurance Buyer) commitments (the “Title PolicyCommitments”) in the amount of the Purchase Price on the ALTA Owner Policy of issued by Land Services USA, Inc. (“Escrow Agent”), as agent for First American Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title NoticeCompany”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in having its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected to take title to the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the office at ▇ ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration of the Inspection Period and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may▇▇▇▇▇▇, but is under no obligation to▇▇▇▇▇ ▇▇▇, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If▇▇▇▇ ▇▇▇▇▇▇▇, within the five (5) day period▇▇ ▇▇▇▇▇, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the Attn: ▇▇▇▇▇▇▇ Money ▇▇▇▇, phone: (▇▇▇) ▇▇▇-▇▇▇▇, e-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇, for ALTA, TLTA or other coverage available in the State where an Individual Property is located, as applicable, owner’s title insurance policies with respect to the Land and Improvements (such policies (including extended coverage in the event Buyer provides such surveys as are required by the Title Company), the “Title Policies”), together with copies of all recorded documents evidencing title exceptions raised in “Schedule B” of such Title Commitments. It shall be a condition precedent to Buyer’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policies, or have irrevocably committed in writing to issue to Buyer the Title Policies, each of which Title Policies shall be dated as of the date of recordation of each Deed and shall insure the portion of the Purchase Price allocated to the respective Individual Property, and which shall show Buyer as the fee simple owner of the applicable Land and the Improvements, subject only to the applicable Permitted Exceptions. If the foregoing condition precedent is not satisfied on the Closing Date for any reason other than the actions or omission of Buyer that constitute a default hereunder, then Buyer may elect to either (i) proceed to Closing and waive the failure of such condition, or (ii) terminate this Agreement by delivery of written notice to Sellers on or prior to Closing, in which event (a) the Deposit shall be returned to Purchaser upon PurchaserBuyer, and (b) neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that expressly survive a termination of this Agreement; provided that, if the condition is not satisfied due to Seller’s compliance with default, then Buyer shall have the remedies provided in Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions16.1 hereof. (d) The term “Permitted Exceptions” means:

Title Commitment. (a) Prior to Buyer shall obtain, no later than the execution and delivery hereofend of the Due Diligence Period, Seller has caused a commitment from the Title Company to furnish issue at Closing a policy or policies of title insurance in a form acceptable to Purchaser a preliminary title report Buyer, which is not conditioned on the performance by any party or title commitment with an effective date third party of May 27, 2010 and a draft date any actions other than the express obligations of June 10, 2010 the parties under this Agreement (the “Commitment”), by the terms of which the Title Company 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 ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, however, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Date, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company Buyer shall deliver the Title Policy Commitment to Purchaser at Closing effective as of Seller together with a letter from Buyer to Seller stating that the date and time of the recording of the Deed, exceptions to title reflected in the amount of Commitment are approved by Buyer. If Buyer does not provide Seller with the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days such letter prior to the expiration of the Inspection Period to notify SellerDue Diligence Period, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained title reflected in the Preliminary Title Commitment Reports (or the Existing Surveyany updated title reports) shall be deemed approved. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt no duty to cure, and Buyer shall not be entitled to any offset or credit against the Purchase Price due to, any defect in the title to the Property or any condition or aspect of the Title Notice (the “Cure Period”) Property, to notify Purchaser 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 endorsement for any monetary liens voluntarily created by Seller that affect the Property (i) “Seller Liens”), other than liens for taxes or assessments to the extent accruing on or after the Closing or liens created by, or resulting from the actions of, Buyer or any third party. Any cure that Seller has removed so agreed to perform or are obligated to perform shall become a condition precedent to Closing in favor of Buyer and shall be cured by the Closing Date. If such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller cure is not obligated to remove any such matters accomplished by the Closing Date, Buyer, as its sole and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any notice to Purchaser within the two (2) Business Day periodexclusive remedy, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will may either terminate this Agreement (failing whichAgreement, Purchaser shall be deemed to have elected to take title to in which case the Property subject to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything Buyer, or waive such objection and complete the Closing subject to such exception, provided that if Seller refuses to remove a Seller Lien at Closing, Buyer shall have the contrary provided in this Section 6.2right to instruct the Title Company, as escrow agent, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by Purchaser in the Title Notice, then Seller’s obtaining such affirmative insurance shall be apply a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the expiration portion of the Inspection Period and the Purchase Price sufficient to discharge such Seller Lien at Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five (5) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such five (5) day period and for two (2) days following such period for Purchaser’s response), within which ▇▇▇▇ ▇▇▇▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:

Title Commitment. Within five (a5) Prior to business days following the execution and delivery hereofEffective Date, Seller has caused shall order a commitment for the issuance of an ALTA owner's title insurance policy ("Commitment") issued by the Title Company to furnish to Purchaser a preliminary title report or title commitment with an effective date showing the condition of May 27, 2010 and a draft date of June 10, 2010 (the “Commitment”), by the terms of which the Title Company 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 ALTA Owner Policy of Title Insurance with extended coverage (subject to the terms of this Section 6.2(a)), Standard Form Rev. 6/17/06 (as amended to date), insuring Purchaser’s fee simple title to the Real Property Premises. If the Commitment discloses matters which are objectionable to be good and indefeasiblePurchaser, subject Purchaser, within ten (10) days following the date on which Purchaser received the Commitment, shall deliver to the terms Seller written notice of such policy and the exceptions described therein. Notwithstanding anything to the contrary contained in this Section 6.2(a), the Title Policy may except from extended coverage any unrecorded liens or claims (or right to liens or claims) for work, services, labor or materials performed or supplied by, for or on behalf of any Tenants under the Tenant Leases other than work being performed directly by Seller or Seller’s agents for or on behalf of any Tenant (each lien or claim hereinafter referred to as, a “Tenant Lien Exception”); provided, howeverPurchaser's objections, if a Tenant Lien Exception has been filed or recorded in the Official Records prior to the Closing Dateany, then the terms and conditions of Sections 6.2(b) and (c) shall apply with respect to such Tenant Lien Exception. As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted matters ("Unpermitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date. (b) Purchaser shall have until the date which is three (3) Business Days prior to the expiration of the Inspection Period to notify Seller, in writing (the “Title Notice”), of such objections as Purchaser may have to anything contained in the Title Commitment or the Existing Survey. In the event Purchaser delivers timely notice of objections to title or to matters shown on the Existing Survey, Seller shall have two (2) Business Days after receipt of the Title Notice (the “Cure Period”) to notify Purchaser in its sole and absolute discretion: (i) that Seller has removed such objectionable exceptions from title or otherwise obtained affirmative insurance over such objectionable exceptions (and provided reasonable evidence thereof); or (ii) that Seller elects not to cause such exceptions to be removed or to be affirmatively insured over. Notwithstanding anything to the contrary in this Section 6.2, Seller agrees that Seller shall not be permitted to obtain affirmative insurance pursuant to clause (i) for any matters with respect to the Property whatsoever except for Permissible Matters (however, Purchaser acknowledges that Seller is not obligated to remove any such matters and this sentence does not negate Seller’s right to not cure any exceptions objected to by Purchaser pursuant to this Section 6.2"). If Seller gives Purchaser notice under clause (ii) above or if Seller fails to give any deliver such written notice or objection to Purchaser Seller within the two (2) Business Day applicable time period, Seller shall be deemed to have elected not to cure such exceptions and Purchaser shall have until the expiration of the Inspection Period to notify Seller that Purchaser will take title to the Property subject to all uncured exceptions or that Purchaser will terminate this Agreement (failing which, Purchaser shall be deemed to have elected waived its right to take title object to such Unpermitted Exceptions, which shall thereafter be deemed "Permitted Exceptions." In the Property subject event that Purchaser shall so object to all uncured exceptions). If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraphany such Unpermitted Exceptions, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser upon Purchaser’s compliance with Section 4.5. Notwithstanding anything to the contrary provided in this Section 6.2, to the extent Seller notifies Purchaser in writing under this Section 6.2(b) that Seller shall affirmatively insure over any matter objected to by notify Purchaser in within ten (10) business days following the Title Noticedate of Purchaser's notice of such objections that either (a) the Unpermitted Exceptions have been, then Seller’s obtaining such affirmative insurance shall or will be a condition to Seller’s obligation to close the transaction contemplated hereunder; provided, however, in no event shall Seller’s failure to obtain such affirmative insurance constitute a default by Seller under this Agreement. (c) Purchaser may, at or prior to Closing, notify Seller in writing (removed from the “Gap Notice”) of any objections to title (i) raised Commitment or are or will be insured over by the Title Company between pursuant to an endorsement to the expiration of Commitment (satisfactory to purchaser and its lender) and in such event, if reasonably required to allow the Inspection Period and the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon by the parties, or (iib) not disclosed in writing Seller has failed to arrange to have the Unpermitted Exceptions removed or insured over by the Title Company to Purchaser prior to the expiration of the Inspection Period, and (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the expiration of the Inspection Period (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) two (2) Business Days after being made aware of the existence of such New Exception and (y) the Closing DateCompany. If Purchaser Seller elects option (b) or fails to deliver notify Purchaser that it has arranged to Seller a notice of objections on have the Unpermitted Exceptions removed or before such dateinsured over within said ten (10) business day period, Purchaser will be deemed to have waived any objection to the New Exceptionsshall, and the New Exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(e). Seller will have not less than five within ten (510) days from after the receipt end of Purchaser’s said 10-day period, elect either to terminate this Agreement by delivering written notice thereof within said ten (and, if necessary, Seller may extend the Closing Date to provide for such five (510) day period and for two (2) days following such period for Purchaser’s response)period, within in which ▇event the Earn▇▇▇ ▇▇▇ey (and Additional Earn▇▇▇ may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions except as provided for in Section 6.2(e). If, within the five (5) day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (to the extent permitted in Section 6.2(b) above as to Permissible Matters only), then Purchaser may terminate this Agreement upon notice to Seller no later than two (2) days following expiration of the five (5) day cure period. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this paragraph, then neither party shall have any further rights or obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller and the ▇▇▇▇▇▇▇ Money Deposit ey, if any) shall be returned to Purchaser as Purchaser's sole remedy hereunder, or be deemed to have accepted title as it then is, in which event all Unpermitted Exceptions not removed from the Commitment will thenceforth be deemed Permitted Exceptions, and if reasonably required to allow the parties to prepare for Closing, the Closing Date shall be deferred to a date mutually agreed upon Purchaser’s compliance with Section 4.5by the parties. If Purchaser fails to terminate this Agreement On the Closing Date, the Title Company shall issue an owner's title insurance policy in the manner set forth aboveamount of the purchase price, with the New standard exceptions deleted, but with such additional endorsements as Purchaser may order and pay for, subject only to the Permitted Exceptions (except those Seller has removed the "Title Policy"). It is understood by the parties that in the event that Purchaser does not order a Survey or otherwise affirmatively insured over (as to Permissible Matters only) or is obligated by Section 6.2(e) to remove) that the Title Company, after reviewing the Survey, will be included as Permitted Exceptions. (d) The term “Permitted Exceptions” means:not delete the standard