Common use of Title Commitment Clause in Contracts

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; or

Title Commitment. Due Purchaser shall deliver or cause to be delivered to Purchaser or Purchaser’s agent, not less than fifteen (15) days prior to the extended length time of time between closing, the execution plat of this Agreement survey and a title commitment for an owner’s title policy issued by the anticipated closing dateTitle Insurance Company in the amount of the Purchase Price, and to limit expectation that any items exist impacting the marketability of Title covering title to the Property as described on or after the date hereof, showing title in the intended Seller subject only to (a) the general exceptions contained in the policy; (b) the title exceptions set forth above, ; and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of closing and which Seller shall, not later than thirty (30) days before closing of this Contract, cause shall so remove at that time by using the funds to be furnished paid upon the delivery of the deed (all of which are herein referred to Buyer a current as the permitted exceptions). The title commitment shall be conclusive evidence of good title as therein shown as to issue all matters insured by the policy, subject only to the exceptions as therein stated. Seller shall also furnish Purchaser an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the permitted exceptions in foregoing items (b) and (c) and unpermitted exceptions or defects in the title disclosed by the survey or title commitment as to which the title insurer commits to extend insurance in the manner specified in Paragraph 13 below. The cost of the Owner's Policy (the "Title Commitment"), the cost of said commitment ’s title insurance policy providing extended coverage for Purchase shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orPurchaser.

Title Commitment. Due Purchaser shall obtain the Commitment, if any. Purchaser shall have until the expiration of December 19, 1997, to examine the conditions of the title and the Existing Real Property Conditions, and approve or disapprove the same. In the event the title to the extended length Real Property, as shown on the Commitment, or any of time between the execution of this Agreement and the anticipated closing dateExisting Real Property Conditions, and to limit expectation that any items exist impacting the marketability of Title to the Property as described aboveshall be disapproved in writing by Purchaser, Seller shall, not later than shall have a period of thirty (30) days before closing from receipt of Purchaser's written notice of disapproval in which to cure any title defect or exception specified by Purchaser or not permitted under this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy Agreement (the "Title CommitmentObjections"), and Seller agrees to use reasonable efforts to do so; provided, however, in no event shall Seller's liability to cure such defects or exceptions, other than mortgages or deeds of trust granted by Seller, exceed FIFTEEN THOUSAND DOLLARS ($15,000.00) in the cost of said commitment aggregate. If Seller shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable unable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in cure the Title CommitmentObjections within the time period permitted above, Seller shall advise Purchaser in writing. Buyer shall have until thirty (30) days after receipt of If Seller does not cure the Title CommitmentObjections to Purchaser's personal satisfaction within the permitted time, Exception DocumentsPurchaser may (i) terminate this Agreement upon written notice to Seller, and the Survey parties hereto shall be released from all obligations hereunder, or (the "Review Period"ii) in which to notify Seller waive in writing those Title Objections which Seller is unable to cure after a good faith effort by Seller to cure same and proceed to close this Agreement pursuant to the provisions hereof, or (iii) extend the time for an amount of any objections Buyer has time Purchaser, in its sole discretion, deems necessary for Seller to any matters shown or referred to in cure the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orObjections.

Title Commitment. Due to Within ten (10) business days after the Effective Date, Title Company shall deliver a current preliminary title report (the "Commitment") for a TLTA extended length of time between coverage title insurance policy (the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to "Owner's Policy") on the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy and Seller, together with legible copies of all title exceptions (the "Title CommitmentExceptions"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable ) referred to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey a period (the "Title Review Period") ending upon the expiration of the Inspection Period in which to notify Seller in writing of any objections (the "Objections") Buyer has as to any matters shown set forth on or referred to in the Commitment or on the New Survey (as provided pursuant to Section 4.2). Buyer may, at its option and at its cost and expense, provide to Seller and the Title CommitmentCompany the New Survey pursuant to Section 4.2. Buyer shall have until the end of the Title Review Period to also make objections to the New Survey (such timely objections being referred to as the "Survey Objections"). Any title encumbrances, matters or exceptions which are set forth in the Title Commitment or on the New Survey and to which ▇▇▇▇▇ Buyer does not object within the Title Review Period Period, shall be deemed to be permitted exceptions Permitted Exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine Likewise, any Survey Objections that Buyer does not timely make with respect to the Survey, if any, shall also be deemed to be Permitted Exceptions. Notwithstanding the foregoing, if notice of Objections and/or Survey Objections (29) days after receipt of ▇▇▇▇▇'s objectionscollectively, (the "Cure PeriodBuyer's Objections") Seller is not timely given by Buyer, then Buyer shall either: (i) cure all such matters be deemed to have objected to by ▇▇▇▇▇ all matters set forth in the Commitment and notify Buyer in writing that the same New Survey and shall have been cured; orelected to terminate this Contract.

Title Commitment. Due to the extended length of time between Within fifteen (15) days after the execution of this Agreement by the Seller and the anticipated closing dateBuyer, the Seller shall obtain and to limit expectation that any items exist impacting the marketability of Title deliver to the Property as described aboveBuyer, Seller shallat the Seller's cost and expense, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue Commitment for Title Insurance covering the Owner's Policy Property, together with legible copies of all instruments and agreements referenced therein (hereinafter the "Title Commitment"), issued by the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"). The Buyer shall, together with complete within fifteen (15) days after the Buyer receives the Survey, the Commitment, and legible copies of all documents instruments and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title agreements referenced in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documentsgive written notice to the Seller specifying any and each title exception contained in the Commitment or matters which are revealed or located by the Survey which is objectionable to the Buyer (hereinafter a "Title Defect"), and the Survey Seller shall use its best efforts to cause such Title Defect(s) to be removed or cured prior to the Closing; provided, however, that if any such Title Defect(s) cannot be so removed or cured prior to the Closing Date, then the Buyer shall elect either to: (a) waive each objection to a Title Defect(s) and to proceed with the "Review Period") in which to notify Seller in writing Buyer's purchase of any objections Buyer has to any matters shown or referred to in the Property and accept the Title Commitment. Any matters which are set forth Defect(s) as a Permitted Encumbrance, as provided in Section 5 hereof; or (b) terminate this Agreement and receive an immediate refund from the Title Commitment and to which Seller of the earn▇▇▇ ▇▇▇▇▇ does not object within ey deposit paid by the Review Period Buyer pursuant to Section 2(a) hereof. Notwithstanding the foregoing, any monetary lien against the Property which may be discharged or removed by the disbursement of any portion of the purchase price by the Seller at the Closing, shall be deemed to be permitted exceptions to so cured, removed, and discharged by the status of Seller's title (Seller at the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orClosing.

Title Commitment. Due (a) M▇▇▇-▇▇▇▇ has procured or will procure title commitments for each of the Properties (collectively, the “Title Commitment”) for owner’s and lender’s title insurance policies issued by Commonwealth Land Title Insurance Company (the “Title Company”), and shall deliver copies of same to G▇▇▇ SLG upon receipt. G▇▇▇ SLG shall have the right to designate an additional title insurance company or companies to act as co-insurer only with respect to 50% of the coverage under all of the title insurance policies issued at Closing with respect to the extended length Class B Properties, it being understood that the Title Company shall act as “lead insurer”. (b) M▇▇▇-▇▇▇▇ may, at any time prior to Closing, but solely with respect to matters arising after the date of time between the execution Title Commitment and added as exceptions thereto after the date hereof and prior to Closing and any exceptions shown on an updated survey obtained after the date hereof and prior to Closing and not shown on the Surveys (collectively, the “New Exceptions”), notify G▇▇▇ SLG in writing of this Agreement any objections to such New Exceptions; provided that M▇▇▇-▇▇▇▇ may not object to those matters described in Sections 7(g)(i)-(ix). With respect to any objections to title properly set forth in such notice, the Applicable G▇▇▇ SLG Transferor shall have the right, but not the obligation, until the date which is ten (10) Business Days after being notified of such objection (the “Title Clearance Date”) to inform M▇▇▇-▇▇▇▇ in writing of its intent to have any of such exceptions (collectively, the “Unpermitted Exceptions”) removed from the Title Commitment or to have the Title Company omit, at the Applicable G▇▇▇ SLG Transferor’s expense, such Unpermitted Exceptions from the Title Commitment. The parties agree that the New Exceptions may include objections relating to title searches and survey of a 0.561 acre lot (the anticipated closing date“Parking Field Lot”) at B▇▇▇▇ ▇▇▇, and to limit expectation that any items exist impacting the marketability of Title ▇▇▇ ▇ adjacent to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ property. The Parking Field Lot appears to be included in the common elements for the 1280 Wall condominium but no title search or survey was provided or obtained for the Parking Field Lot prior to the Date of Agreement. (c) If any Property shall be affected by any lien or other encumbrance which is not a Permitted Exception and reimbursed which may be discharged by Seller the payment of an ascertainable amount of money (which amount, in the aggregate for all such encumbrances on all of the Properties, shall not exceed $1,000,000.00, subject to the provisions of Section 7(e)) then it shall be the Applicable G▇▇▇ SLG Transferor’s obligation to cause the discharge of such lien or encumbrance at Closing, issued through or, at the option of the Applicable G▇▇▇ SLG Transferor, to bond or escrow (or cause such bond or escrow) for such lien or encumbrance in a title insurance company acceptable manner sufficient to Buyer and authorized cause the Title Company to issue title insurance remove same from the Title Commitment. (d) Subject to Section 7(g) below, in the state event there shall be any New Exceptions affecting the Properties other than (or in amounts larger than) those required to be discharged or removed from the Title Commitment pursuant to Section 7(c) the G▇▇▇ SLG Transferors shall have the following options, exercisable in their sole and absolute discretion: (i) to cause the same to be removed from the Title Commitment at G▇▇▇ SLG Transferors’ sole cost and expense at or prior to the Closing, in which case this Agreement shall remain in full force and effect or (ii) to notify M▇▇▇-▇▇▇▇ that G▇▇▇ SLG Transferors elect not to remove same, in which case M▇▇▇-▇▇▇▇ shall have the Property is located right to either (A) terminate this Agreement and Escrowee shall return the "Title Company")Deposit to M▇▇▇-▇▇▇▇, together with complete interest earned thereon as its sole and legible copies exclusive remedy, in which event this Agreement shall be deemed terminated and of no further force or effect, except for those provisions that expressly survive termination hereunder and neither M▇▇▇-▇▇▇▇ nor the G▇▇▇ SLG Transferors shall have any further right or liability against the other hereunder, or (B) proceed to Close hereunder, without credit or adjustment to any Purchase Price by reason of any such exceptions (except that M▇▇▇-▇▇▇▇ shall be entitled to a credit to the extent of any amount required to be applied to cure liens or encumbrances pursuant to Section 7(c)). (e) Notwithstanding anything to the contrary contained in this Section 7, if there shall be (x) unbonded mechanics’ or materialman’s liens affecting any Property, other than those placed or caused by Tenants under the Leases (or by parties claiming under such Tenants) or other liens and encumbrances (other than Permitted Encumbrances), whether or not in liquidated sums, which a G▇▇▇ SLG Transferor has allowed to be placed on such Property after the date hereof, including judgments and federal state and municipal tax liens, or (y) any mortgages or instruments securing or evidencing a payment obligation other than the Existing Fixed Rate Debt and Existing Floating Rate Debt, and in each case which exist as of the Closing Date then the applicable G▇▇▇ SLG Transferor shall cause such exceptions to be removed from the Title Commitment, at its sole cost and expense, which shall not be subject to the limit provided in Section 7(c). (f) Except as otherwise provided herein, if the Applicable G▇▇▇ SLG Transferor fails on or before the Title Clearance Date to give written notice to M▇▇▇-▇▇▇▇ of its intent to cause any of the Unpermitted Exceptions to be removed prior to Closing, or omitted by the Title Company, then, M▇▇▇-▇▇▇▇ shall, as its sole remedy, have the option (the “Title Election”) to either (i) terminate this Agreement, in which case the parties hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement), and receive a return of the Deposit, together with any interest earned thereon, or (ii) proceed with Closing, with no reduction in the amount of the Total Purchase Price, and M▇▇▇-▇▇▇▇ shall be deemed to have waived any objection to the Unpermitted Exceptions which the G▇▇▇ SLG Transferors do not intend to cause to be removed or omitted, and any other exceptions set forth in the Title Commitment. If M▇▇▇-▇▇▇▇ fails to notify G▇▇▇ SLG of its Title Election by the earlier of the Closing Date or five (5) days after the Title Clearance Date, M▇▇▇-▇▇▇▇ shall be deemed to have terminated this Agreement as set forth in subclause (i) above. If the Applicable G▇▇▇ SLG Transferor notifies M▇▇▇-▇▇▇▇ of its intention to cure any such matters, the date for Closing may, at the request G▇▇▇ SLG, be extended by a reasonable additional time to effect such a cure, but in no event shall the extension exceed sixty (60) days after the original date for Closing. (g) It shall be a condition precedent to the obligation of M▇▇▇-▇▇▇▇ to proceed to Closing hereunder that at Closing the applicable Owner shall hold fee title (or in the case of Challenger Owner, a ground leasehold interest in the Challenger Property) to the applicable Property free and clear of any and all mortgages, liens, claims, leases, tenancies, occupants, encumbrances and easements, except the following (collectively, “Permitted Exceptions”): (i) All taxes, water meter and water charges and sewer rents, accrued or unaccrued, fixed or not fixed, becoming due and payable after the Closing Date, but subject to adjustment as provided herein; (ii) All zoning laws and building ordinances, resolutions, regulations and orders of all documents Governmental Authorities; (iii) Liens and instrumentssecurity interests securing the Existing Fixed Rate Debt; (iv) Any exception shown on the applicable Survey set forth on Schedule 8(a)(xxxi) and any additional exceptions any updates thereto would show, including plats provided that such additional exceptions do not prevent or interfere with the continued use of the Properties as they are being used on the date hereof; (v) Any easement or right of use created in favor of a public utility company for electricity, steam, gas, telephone, water or other service, and surveys the right thereunder to install, use, maintain repair and replace wires, cables, terminal boxes, lines, service connections, poles, mains, facilities and the like, upon, under and across the applicable Property; (the "Exceptions Documents"vi) creating Any difference in lot lines shown on an accurate survey and tax lot lines; (vii) Non-material violations of building ordinances, resolutions and regulations; (viii) Any other matters set forth as exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt existing owners’, or in the case of the Title CommitmentChallenger Property, Exception Documentsleasehold owner’s, policies of title insurance held by the Owners, dated July 30, 2004 (in the case of the Portfolio Properties) and May 16, 2005 (in the case of the Challenger Property), and the Survey provided to M▇▇▇-▇▇▇▇, which policies are set forth on Schedule 7(g)(viii); (the "Review Period"ix) in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are Exception set forth in the Title Commitment and not objected to which as provided in Section 7(b) and matters otherwise approved or deemed approved in accordance with this Agreement; and (x) Any Unpermitted Exception that has been waived as provided in Section 7(d) or (f). (h) If at the Closing it should appear that the applicable owner’s or leasehold owner’s title to any Property is subject to any exception other than the Permitted Exceptions, and if such exception may, according to reasonable expectations, be removed as an objection to title within 60 days after the scheduled Closing Date, G▇▇▇ SLG may adjourn the Closing Date for a period not exceeding 60 days in the aggregate for such purpose. (i) Subject to the other provisions of this Section 7, after any applicable adjournment, the relevant Owner does not hold title to each Property subject to and in accordance with the provisions of this Agreement, M▇▇▇-▇▇▇▇ does not object within shall have the Review Period right to waive the defect in title and Close without a reduction in Total Purchase Price, or terminate this Agreement by written notice to G▇▇▇ SLG, whereupon the Deposit and all interest earned thereon shall be deemed refunded to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of M▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇-▇▇▇▇ and notify Buyer the parties shall thereafter have no further rights or obligations hereunder except with respect to those provisions of this Agreement that expressly survive termination. (j) Notwithstanding the foregoing provisions of this Section 7, in writing the event that the same Title Company shall raise an exception to title which is not a Permitted Exception, the G▇▇▇ SLG Transferors shall have been cured; orno obligation to cause such exception to be eliminated and M▇▇▇ ▇▇▇▇ shall have no right to terminate the Agreement by reason of such exception if the Title Company (or any other reputable title insurance company licensed to issue title insurance in the State of New York) shall be prepared to omit such exception, at no additional cost or expense (unless the G▇▇▇ SLG Transferors shall agree, in the G▇▇▇ SLG Transferors’ sole discretion, to assume any such additional cost or expense). (k) M▇▇▇-▇▇▇▇ acknowledges that it has received copies of the current owner’s title insurance policies (the “Class C Policies”) with respect to the properties in which the Class C Entities hold an indirect ownership interest (the “Class C Properties”). M▇▇▇-▇▇▇▇ shall have no right of objection to any exception contained therein and the G▇▇▇ SLG Transferors shall have no obligation to remove any exception contained therein or any encumbrance placed upon any Class C Property at any time. (l) Any owner’s title insurance policies procured at the Closing shall be at M▇▇▇-▇▇▇▇’▇ sole cost and expense. (m) At Closing, if requested by the Title Company, the Applicable G▇▇▇ SLG Transferor or G▇▇▇ SLG Entity shall execute and deliver a normal, customary title affidavit to the Title Company in substantially the form attached hereto as Exhibit E.

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ Buyer and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ Buyer does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇Buyer's objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ Buyer and notify Buyer in writing that the same have been cured; or

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of A commitment for Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy Insurance (the "Title Commitment"), the cost of said commitment ) shall be paid delivered to Purchaser on or before ten business (10) days after this Contract has been executed, issued by First American Title Company and countersigned by an escrow officer of Republic Title of Texas, Inc., 300 ▇▇▇▇▇▇▇▇ and reimbursed by Seller at Closing▇▇▇▇▇, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company")#▇▇▇, together with complete and legible copies of all documents and instruments▇▇▇▇▇▇, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either▇▇tn: (i) cure all such matters objected to by Ms. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ("Title Company") and describing the matters affecting title to each Site and setting forth the terms and conditions under which said Title Company is willing to issue its Owners Policy of Title Insurance. No objections to title shall be made by Purchaser unless such matter(s) has/have a material affect on the value of any Site. In the event such type of exceptions appear in such binder, Purchaser shall so notify Buyer Seller in writing that on or before twenty (20) days from the same date of this Contract. Purchaser shall be deemed to have waived, accepted and approved all matters set out in the Commitment to which it has not objected in writing within twenty (20) days of the date of this Contract. Seller will either cause the objected to exceptions to be released or modified to the reasonable satisfaction of Purchaser within ten (10) days of Purchaser's objection (but shall have no obligation to do so), or Purchaser may elect in writing to terminate this Contract only with respect to the Site(s) which is/are affected by such objection(s) which has/have not been cured; or. If Purchaser fails to terminate this Contract with respect to any Site within such ten (10) day period, then Purchaser shall be deemed to have waived all such objections previously made. Any exception to which no objection is made or which exception is waived or deemed waived or which is modified to the reasonable satisfaction of Purchaser is referred to herein as a Permitted Exception.

Title Commitment. Due Buyer acknowledges that Seller, at its sole cost and expense, has delivered to Buyer (and Buyer has otherwise received for the Intermarket Property) a commitment for an ALTA Standard Coverage Owner’s Policy of Title Insurance for each of the Properties (excepting the Phase II Property) in the full amount of the respective purchase prices (collectively, the “Title Commitment”). The Title Commitment shall show all matters affecting title to the extended length Properties including all exceptions, easements, restrictions, rights- of-way, covenants, reservations and other conditions or encumbrances affecting the Properties and shall provide legible copies of time between all recorded documents constituting such exceptions. Prior to expiration of the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property Due Diligence Period (as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"defined below), Buyer shall provide written notice to Seller of any matter contained in the cost of said commitment shall be paid by Title Commitment to which Buyer objects. Seller acknowledges that ▇▇▇▇▇ and reimbursed by has provided such written objections to the Title Commitment for all Properties (but for the Intermarket Property, which Buyer shall submit to Seller at Closingwithin five (5) days of execution of this Agreement). Within fifteen (15) days following execution of this Agreement, issued through a title insurance company acceptable Seller, in its sole discretion, shall (a) use its good faith efforts to remove or cure any such matter, or (b) notify Buyer and authorized that it cannot or will not remove such matter. In the event Seller cannot or will not remove any such matter, Buyer may elect to issue title insurance in the state either waive such matter or terminate this Agreement (in which case the Property is located (the "Title Company"▇▇▇▇▇▇▇ Money and any interest accrued thereon will be returned to Buyer), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth contained in the Title Commitment and to which ▇▇▇▇▇ does not timely object within the Review Period or which have been waived by Buyer shall be deemed to be permitted exceptions to the status of Seller's title (the "“Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; or”.

Title Commitment. Due Seller shall use reasonable efforts to cause one or more title commitments covering the extended length of time between the execution of this Agreement and the anticipated closing dateOwned Real Property (collectively, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall ) to be paid by ▇▇▇▇▇ prepared and reimbursed by Seller at Closing, issued through a title insurance company acceptable delivered to Buyer and authorized to issue title insurance in the state in which the Property is located by Chicago Title Insurance Company (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions DocumentsInsurer") creating exceptions to within five (5) days after the date of this Agreement. Such title in commitments shall carry a policy amount matching the Title Commitment. allocation set forth on Exhibit F. Buyer shall have until thirty fifteen (3015) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which Commitment to notify Seller in writing of Buyer's reasonable disapproval of any objections Buyer has to any matters Schedule B exceptions shown or referred to in on the Title CommitmentCommitment ("Disapproved Exceptions"). Any matters which are set forth If, on or before Closing, the Title Insurer notifies Seller or Buyer of any Schedule B exception in addition to the Schedule B exceptions shown in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Additional Exceptions"), the fifteen (15) day period with respect to Additional Exceptions will run from the date Buyer is given notice of such Additional Exceptions. Within twenty-nine Seller shall have, at Seller's option and expense, fifteen (2915) days after from the date of receipt of ▇▇▇▇▇'s objectionsany notice of disapproval to cause the Disapproved Exceptions to be removed from the Title Commitment or cause the Title 13 Insurer to commit to insure against loss or damage that may be occasioned by the Disapproved Exceptions. If Seller is unwilling or unable to modify, (remove or obtain a commitment for title insurance over the "Cure Period") Disapproved Exceptions within such period, Buyer and Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer apply the procedures set forth in writing that the same have been cured; orSection 4.10.

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing dateSeller, and to limit expectation that any items exist impacting the marketability of Title to the Property as described aboveat its expense, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer shall obtain a current title commitment to issue the Owner's Policy (the "Title Commitment"), ) issued by Fidelity National Title Insurance Company (using Guaranty Abstract Company as the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a local title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located agent) (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in referenced therein. The Title Commitment shall set forth the Title Commitmentstate of title to the Owned Real Property and any Material Leased Real Property (as defined below) for which Buyer has determined to obtain leasehold policies, together with all exceptions or conditions to such title, including, without limitation, all easements, restrictions, rights-of-way, covenants, reservations, and all other encumbrances affecting the Owned Real Property and such Material Leased Real Property. Schedule 5.8 sets forth a list of the Material Leased Real Properties. Buyer shall have until thirty the right to object to the status of title for a period of twenty (3020) days after the later of its receipt of (i) the Title CommitmentCommitment (including any amendments thereto based upon the Title Company's review of the Surveys), Exception Documents(ii) copies of all Schedule B-II title exceptions, and (iii) the Surveys. Buyer's objections must be in writing, and the Survey (writing must identify each objection and the "Review Period"reason(s) for it in which to notify Seller in writing of any objections Buyer has to any reasonable detail. All matters shown or referred to in the Title Commitment. Any matters which are set forth reflected in the Title Commitment and the Surveys to which ▇▇▇▇▇ Buyer does not object within the Review Period time permitted shall be deemed "Permitted Encumbrances." The Title Commitment shall contain the express commitment of the Title Company to be permitted exceptions to the status of Sellerissue an Owner's title Title Policy (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure PeriodTitle Policy") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that an amount equal to the same have been cured; orportion of the Purchase Price being 42

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer Purchaser has received a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closingdated June 20, 1997, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located by North Shore Abstract Ltd., as agent for Chicago Title Insurance Company (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys for an owner's title insurance policy (the "Exceptions DocumentsTitle Policy") creating exceptions to title ), ALTA Owner's Policy Form 10-17-92, in the full amount of the Purchase Price. Seller shall take all reasonably necessary actions within Seller's reasonable control (subject to subparagraph 7(e) below) to cause the Title CommitmentCompany to issue the Title Policy, subject only to the Permitted Exceptions (as such term is defined herein). Buyer As a condition precedent to Purchaser's obligation to close the transaction described in this Agreement, the commitment shall have until thirty be later-dated to cover the Closing, and the Title Company shall deliver the Title Policy (30or a "marked-up" commitment therefor) days after receipt of to Purchaser concurrently with the Closing. Should the Title Commitment, Exception Documentsas the same may be later-dated, indicate the presence of any matters other than the Permitted Exceptions that render unmarketable or uninsurable the title to such Project, such matters shall be considered "Defects," and the Survey cure provisions set forth in Subparagraph (e) below shall apply. For purposes hereof, the term "Review Period"Permitted Exceptions" shall mean (i) in which all liens, claims, encumbrances, restrictions, covenants, conditions, matters or exceptions to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which title that are set forth in the Title Commitment on Schedule E hereof, and to which are not marked "omit" on said Schedule E, (ii) all matters of title disclosed on that certain survey dated April 29, 1992 prepared by Bohn & Bonacci, P.C. as ▇▇▇ nu▇▇▇▇ does ▇20248, and (iii) that certain restrictive covenant which shall be incorporated in the Deed and which shall prohibit the use of the Building as a refrigerated or frozen food facility by operators primarily engaged in the wholesale warehousing, storing and/or distributing of refrigerated or frozen foods for a period of ten (10) years commencing upon the expiration or sooner termination of the term of the New Lease including the five year option period, if Tenant's option is duly exercised. The covenant shall not object within restrict or prohibit any use of the Review Period Building by an operator primarily engaged in retail sales and sales to the general public; use of the Building as a supermarket or wholesale club shall be deemed to be permitted exceptions to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of a retail use, including without limitation, any such use by Waldbaum's, Grand ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇&P, B.J.'s, and Price Club. Ad▇▇▇▇▇ and notify Buyer onally, any operator using no more than five (5%) percent of the rentable square footage of the Building for refrigerated or frozen food storage (excluding glass, retail refrigeration or freezer cases, which shall be permitted without limitation) shall not be deemed in writing that the same have been cured; orviolation of this covenant.

Title Commitment. Due to Within two (2) days of the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described aboveEffective Date, Seller shall, not later than thirty shall provide the Purchaser with all title reports and surveys in their possession and within five (305) days before closing from the Effective Date, Purchaser shall order an owner's title insurance report from First American Title except such order may be coordinated through Riverside Abstract, LLC in Purchaser's discretion. Promptly upon receipt, Purchaser shall send a copy of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy title insurance report (the "“Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete ”) and legible copies of all any covenants, easements and other underlying documents referenced as title exceptions therein. If Purchaser elects to obtain, at Purchaser’s sole cost and instrumentsexpense, including plats and surveys a new or updated survey for the Real Estate (the "Exceptions Documents") creating “Purchaser Survey”), Purchaser shall send a copy of the same to Seller promptly upon receipt. In the event that any exceptions to title in appear on the Title Commitment. Buyer shall have until thirty (30) days after receipt of Commitment other than the Title CommitmentPermitted Encumbrances, Exception Documentsas defined below, and to the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any extent that such new matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment are unacceptable to Purchaser, Purchaser shall notify Seller in writing of such objections and to which ▇▇▇▇▇ does not object the reasons therefor (collectively, “Purchaser's Title Objections”) within thirty (30) calendar days of the Review Period Effective Date (the "Inspection Period"). Upon the expiration of the Inspection Period, except for Purchaser's Title Objections, Purchaser shall be deemed to be permitted exceptions to have accepted the status condition of Seller's title of the Real Property and all items shown or addressed in the Title Commitment (collectively, the "Permitted Exceptions"“Approved Title Matters”). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; or.

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until Within thirty (30) days after receipt the later of (a) the delivery of the Survey to Buyer as provided in Subsection 6.1 above and (b) the Effective Date, Seller shall procure and provide to Buyer and Buyer’s counsel an owner’s title insurance commitment issued by an agent for Title Company (“Title Agent”), agreeing to issue to Buyer, following the recording of the deeds to Buyer, a standard ALTA Owner’s Policy of Title Insurance (Form B-2006 with Florida modifications) in the amount of the Purchase Price and insuring Buyer’s fee title interest in the Land subject only to the Permitted Exceptions (as defined in Subsection 1.19 above) (“Title Commitment, Exception Documents, ”). At each Phase’s Closing Seller shall provide necessary documentation to cause all “standard exceptions” (defined below) and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth listed in the Title Commitment to be deleted from the title insurance policy, except for matters shown on the Survey and to which ▇▇▇▇▇ does not object within accepted by Buyer. The cost of the Review Period title search and updates in advance of Closings, commitment and owner’s policy and any premium therefor shall be deemed to be permitted exceptions to the status borne by Seller, and this obligation shall survive any termination of Seller's title this Agreement. Buyer shall have twenty (the "Permitted Exceptions"). Within twenty-nine (2920) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") latter of the title commitment and the Survey to deliver to Seller a written notice of any and all Title Objections. Seller shall either: have sixty (i60) cure days after receipt of a written objection to correct at its expense all matters described in any such matters objected notice of Title Objections, except to by ▇▇▇▇▇ the extent otherwise specifically provided in Section (a) terminate this Agreement and notify Buyer in writing that decline to purchase the same have been curedLand; or (b) purchase the Land subject to such matters. If Buyer by written notice accepts, or is deemed to accept, Seller's interest in the Land subject to any or all Title Objections, such accepted matters shall be added to Exhibit “C” and thereafter deemed Permitted Exceptions. If Buyer or Seller terminates this Agreement as provided above, then the Deposit shall be returned to Buyer, and the Parties shall have no further rights or obligations hereunder, except those that specifically survive a termination of this Agreement.

Title Commitment. Due Seller shall deliver to Buyer or Buyer’s agent, not less than five days prior to the extended length time of closing, a title commitment for an owner’s title insurance policy issued by a title insurance company licensed to do business in the State of Illinois, in the amount of the purchase price, covering title to the real estate on or after the dare hereof, showing title in the intended grantor subject only to (1) the conditions and stipulations and standard or general exceptions contained in the owner’s policy issued by that company, (2) the title exceptions set forth above in paragraph 4, (3) title exceptions which may be removed by the payment of money at the time between of closing and which the execution Seller may so remove at that time by using the funds to be paid upon the delivery of the deed. Any title commitment furnished by the Seller hereunder shall be conclusive evidence of good title as therein shown, subject only to exceptions as therein stated. The Seller shall timely file all notices and take all necessary steps to assure the deregistration of the real estate and recording of the deed at closing. If the title commitment discloses exceptions relating to title other than those referred to in this Agreement paragraph, Seller shall have 30 days from the date of the delivery thereof to Buyer to have these exceptions removed from the commitment. If Seller fails to have these exceptions removed within such time, Buyer may terminate this contract or may elect upon notice to Seller within 10 days after the expiration of the 30-day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Buyer does not so elect, this contract shall become null and void without further action of the parties, and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy (the "Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in the Title Commitment and to which ▇▇▇▇▇ does not object within the Review Period money shall be deemed to be permitted exceptions returned to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orBuyer.

Title Commitment. Due to At the extended length of time between the execution of this Agreement and the anticipated closing dateClosing, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, McBiz LP shall deliver or cause to be furnished delivered to Buyer a current commitment to issue for issuance of the Owner's Title Policy (as hereinafter defined) to be issued to the "Buyer by American Title Commitment"), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located Company (the "Title Company"), as agent for an underwriter acceptable to Buyer, together with complete and legible copies of any restrictive covenants, easements, and other items listed as title exceptions therein (all documents and instruments, including plats and surveys (of the foregoing being herein collectively referred to as the "Exceptions DocumentsTitle Commitment"). The Title Commitment shall (1) be issued by the Title Company, (2) describe the Boise Property (which legal description, unless modified by the Survey as described hereinbelow, shall be incorporated in this Agreement and used in all closing documents contemplated hereunder), (3) specify Buyer as the prospective named insured, (4) show the portion of the Purchase Price allocable to the Boise Property as the prospective amount of the Owner's Policy, and (5) show the status of title of the Land and all exceptions (including, but not limited to, easements, restrictions, rights-of-way, covenants, reservations, encumbrances, liens and other conditions, if any) affecting the Boise Property which would appear in an Owner's Policy, if and when issued. With regard to the standard printed exceptions and other exceptions commonly included in title commitments issued in the State of Idaho, the exception for areas and boundaries ("survey exception") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment. Any matters which are set forth be endorsed in the Title Commitment and to which ▇▇▇▇▇ does not object within provide that the Review Period exception shall be deemed amended at Closing to except only to "shortages in area" upon receipt of a survey acceptable to the Title Company; the exception for restrictive covenants in the Title Commitment shall, if there are none, be deleted, or, if there shall be any such restrictive covenants affecting the Boise Property, shall include an express description by applicable recording data of those restrictive covenants affecting the Boise Property; the exception for taxes in the Title Commitment shall be limited to taxes for the year in which the Closing occurs and subsequent years and subsequent assessments for prior years due to change in land usage and endorsed "not yet due and payable"; any exception in the Title Commitment for parties in possession of the Boise Property or improvements thereon shall be deleted; and there shall be no general exception in the Title Commitment for yet to be permitted exceptions to the status of Sellerfiled materialmen's title and mechanic's liens or for visible and apparent easements or roads and highways or similar items (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objections, (the "Cure Period") Seller shall either: (i) cure all with any such exception for any such matters objected to be specifically referenced to, and shown on, the Survey and also identified by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orany applicable recording data);

Title Commitment. Due to Within five (5) days from the extended length of time between the execution effective date of this Agreement and the anticipated closing dateAgreement, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer Purchaser shall obtain a current title commitment to issue on the Owner's Policy Improvements (the "“Title Commitment"), the cost of said commitment shall be paid ”) issued by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located Parties (the "“Title Company"”), together with complete describing the Improvements, listing Purchaser as the prospective named insured and legible copies of all documents and instruments, including plats and surveys (showing as the "Exceptions Documents") creating exceptions to title in policy amount the Title CommitmentPurchase Price for the Improvements. Buyer Purchaser shall have until thirty the first to occur of either (30i) ten (10) days after receipt of the date Purchaser received the Title Commitment, Exception Documents, and Commitment or (ii) the Survey Closing Date (as defined at Section 5.1 below) (the "“Review Period") ”), in which to notify Seller in writing of any objections Buyer Purchaser has to any matters shown or referred to in the Title Commitment. Any matters title encumbrances or exceptions which are set forth in the Title Commitment and to which ▇▇▇▇▇ Purchaser does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's ’s title (the "“Permitted Exceptions"”). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objectionsWith regard to items to which Purchaser does object within the Review Period, (the "Cure Period") Seller shall either: (i) attempt to cure all such matters objected objections at or prior to Closing. If Seller is unwilling or unable to cure such objections at or prior to Closing, Purchaser may, at Purchaser’s option, either waive the objections not cured and close this transaction or terminate this Agreement by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orwritten notice to Seller.

Title Commitment. Due Within ten (10) days after the Contract Date, Seller shall deliver to Purchaser a commitment (the “Title Commitment”) issued by LandAmerica Commercial Services (the “Title Company”), for an ALTA extended coverage owner’s title insurance policy with respect to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause to be furnished to Buyer a current commitment to issue the Owner's Policy Land (the "“Title Commitment"Policy”), the cost of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closing, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which full amount of the Property is located (the "Title Company")Purchase Price, together with complete and legible copies of all recorded documents and instruments, including plats and surveys (the "Exceptions Documents") creating evidencing title exceptions to title raised in the “Schedule B” of such Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in The date on which to notify Seller in writing of any objections Buyer Purchaser has to any matters shown or referred to in the Title Commitment. Any matters which are set forth in received the Title Commitment and copies of all recorded documents evidencing the title exceptions therein is referred to which ▇▇▇▇▇ does not object within as the Review Period “Commitment Delivery Date.” It shall be deemed a condition precedent to be permitted exceptions Purchaser’s obligation to proceed to Closing that, at Closing, the Title Company shall issue the Title Policy (or have given Purchaser at Closing an irrevocable and unconditional commitment in form reasonably satisfactory to Purchaser to issue such Title Policy after Closing ) insuring, in the full amount of the Purchase Price, Purchaser as the fee simple owner of the Land and the Improvements, subject only to the status of Seller's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt If the foregoing condition precedent fails for any reason other than the actions or omissions of ▇▇▇▇▇'s objectionsPurchaser, (the "Cure Period") Seller shall either: Purchaser may elect to either (i) cure all proceed to Closing and waive the failure of such matters objected condition or (ii) terminate this Agreement by delivery of written notice to by ▇▇▇▇▇ Seller on or prior to Closing, in which event (i) the Deposit shall be returned to Purchaser, and notify Buyer in writing (ii) neither party shall have any further liabilities or obligations hereunder except for those liabilities and obligations that the same have been cured; orexpressly survive a terminate of this Agreement.

Title Commitment. Due to As soon as reasonably possible after the extended length of time between the execution of this Agreement date hereof and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not no later than thirty (30) 45 days before closing of this Contractafter the Acceptance Date, Seller, at its cost and expense, shall cause to be furnished issued and delivered to Buyer a current commitment to issue the Purchaser and its attorney (i) an Owner's Title Policy Commitment (the "Title Commitment") from the Title Company setting forth the status of the title to the Fee Theatres, pursuant to which the Title Company agrees to insure title to the Fee Theatres under a standard form Texas Owner's Policy of Title Insurance in the full amount set forth in Section 10D subject only to the standard printed exceptions included in a standard form Texas Owner's Policy of Title Insurance; provided, however, that the standard printed exception pertaining to discrepancies, conflicts, or shortages in area shall be deleted as to the Fee Theatres (except for "shortages in area"), the cost of said commitment standard printed exception pertaining to restrictions shall, include only those restrictions that are Permitted Exceptions, the standard printed exception pertaining to taxes shall, be limited to the year in which Closing occurs, marked "not yet due and payable," and subsequent years and subsequent assessments for prior years due to change in land usage or ownership, there shall be paid by ▇▇▇▇▇ no exception for lack of access, all arbitration provisions shall be deleted, and reimbursed by Seller at Closingthe title exception for parties in possession shall be deleted, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located (the "Title Company"), together with complete and legible ii) copies of all documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title in the Title Commitment. Buyer shall have until thirty (30) days after receipt of the Title Commitment, Exception Documents, and the Survey (the "Review Period") in which to notify Seller in writing of any objections Buyer has to any matters shown or referred to in the Title Commitment, including but not limited to, deeds, lien instruments, plats, reservations, restrictions and easements, and (iii) 15 certificates of taxes due covering the Theatres and prepared by the appropriate tax authorities. Any matters which are set forth in Sellers and Purchaser shall each pay one-half of the Title Commitment and cost of any endorsements requested by Purchaser to which ▇▇▇▇▇ does remove any standard printed exceptions including one-half of the cost of the surveys for the Fee Theatres. Sellers shall not object within the Review Period shall be deemed obligated to be permitted exceptions to the status of Sellerpay for any mortgagee policies or endorsements for Purchaser's title (the "Permitted Exceptions"). Within twenty-nine (29) days after receipt of ▇▇▇▇▇'s objectionsfinancing source, (the "Cure Period") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ and notify Buyer in writing that the same have been cured; orif any.

Title Commitment. Due to the extended length of time between the execution of this Agreement and the anticipated closing date, and to limit expectation that any items exist impacting the marketability of Title to the Property as described above, Seller shall, not later than thirty (30) days before closing of this Contract, cause has heretofore caused to be furnished delivered to Buyer Purchaser a current commitment to issue the for an ALTA Owner's Title Insurance Policy identified therein as Commitment Number 624531 (the "Title Commitment"), in the cost amount of said commitment shall be paid by ▇▇▇▇▇ and reimbursed by Seller at Closingthe Purchase Price, issued through a title insurance company acceptable to Buyer and authorized to issue title insurance in the state in which the Property is located by Lawyers Title Insurance Company (the "Title CompanyInsurer"), together with complete and legible copies of all of the underlying documents and instruments, including plats and surveys (the "Exceptions Documents") creating exceptions to title referenced in the Title Commitment. Buyer At Closing, the Title Insurer shall have until thirty (30) days after receipt deliver to Purchaser a title policy or a "marked-up" title commitment in the amount of the Title CommitmentPurchase Price reflecting the conveyance of the Property to Purchaser, Exception Documents, and the Survey (the "Review Period") in which subject only to notify Seller in writing of any objections Buyer has those exceptions to any matters shown or referred to in the Title Commitment. Any matters title which are set forth in the Title Commitment more fully described on attached Exhibit D and to which ▇▇▇▇▇ does not object within the Review Period shall be deemed to be permitted exceptions to the status of Seller's title which become Permitted Exceptions pursuant to this Section 3 (collectively, the "Permitted Exceptions"). Within twentyThe title policy or "marked-nine up" title commitment to be delivered at Closing shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage", subject, however, to any Permitted Exceptions, and shall further include, to the extent 3.1 zoning endorsement (29including coverage as to the number of legal parking spaces) days after receipt of ▇▇▇▇▇'s objectionsand a tax parcel endorsement; provided, however, that Purchaser acknowledges that Purchaser has reviewed that certain Tax Parcel Reconfiguration Agreement (the "Cure PeriodReconfiguration Agreement") Seller shall either: (i) cure all such matters objected to by ▇▇▇▇▇ dated December 16, 1998 and notify Buyer recorded December 30, 1998 in writing Liber 3837, Page 744, and understands that the same have been cured; or"Reconfiguration Date" (as such term is defined in the Reconfiguration Agreement) will occur subsequent to the Closing Date and that the "Reconfiguration" (as such term is defined in the Reconfiguration Agreement) will not be reflected in or insured by such tax parcel endorsement.