Common use of Title Commitments Clause in Contracts

Title Commitments. Each Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c).

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has reviewed preliminary Title Commitments and ordered a survey title commitment for each of the Real self storage facilities comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such self storage facility (collectively, the “Title Policies”), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (as defined in Section 4.1.3), but in no event later than the last day of the Approval Period, to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) (the “SurveyParcel”) and comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below in this Section 4.1.2) by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a 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 exceptions of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each self storage facility comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for ten (10) business days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) business days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance (as defined below in this Section 4.1.2), or (ii) terminate this Agreement upon written notice to Seller (“Purchaser’s Title Notice”) with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto, and (b) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within ten (10) business days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (collectively, “Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the applicable Closing Date, (ii) Seller and PropCo ten (10) business days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (y) the parties shall each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Objection Property, Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement with respect to all of the other Properties (which, together with the Title Objection Property, shall be collectively referred to as the “Title Portfolio Properties”) owned by the entity comprising Seller which also owns the Title Objection Property, upon written notice delivered by Seller to Purchaser within two (2) business days of Seller’s receipt of Purchaser’s Title Notice (herein referred to as “Seller’s Title Notice”), whereupon the Purchase Price shall be adjusted in accordance with Schedule “C” hereto, and the parties shall have no further obligations hereunder as concerns any such Title Portfolio Properties, except that for a period of one year following Seller’s Notice, if Seller elects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to sell such property or properties to Purchaser, which sale shall be (i) upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and (ii) upon such terms and conditions as Seller hereafter elects to market such properties for the second six (6) month period following Seller’s Title Notice (herein referred to as the “Title Right of First Offer”). Purchaser shall have a period of thirty (30) days after receipt of the Title Offer Notice within which to accept Seller’s offer to sell such property or properties by delivering written notice of such acceptance to Seller. If Purchaser does not elect to accept Seller’s offer to purchase such property or properties offered to Purchaser by Seller then the Title Right of First Offer shall expire as to the property or properties offered; provided that the property or properties offered are sold at the price or a higher price stated in the Title Offer Notice. Upon the purchase of any Title Portfolio Properties, the Purchaser shall pay Seller the applicable incremental percentage of the Transition Fee. The terms of this Section 6(c)4.1.2 shall survive Closing.

Title Commitments. Each (a) Promptly following the Effective Date, Purchaser acknowledges shall procure preliminary title commitments (and agrees that it has reviewed preliminary complete legible copies of all documents or items referenced therein as exceptions) for the Hotels from the Title Commitments and a survey Company providing for issuance by the Title Company of the Real Title Policies in respect of the Property (collectively, the “SurveyTitle Commitments”) and ). Purchaser shall, on or before the expiration of the Objection Period, object or approve in writing to any matters shown in any Title Commitment to which it wishes to object or approve; provided, however, that all exceptions a failure by Purchaser to title object to or approve of any such matters within the Objection Period shall be deemed to constitute Purchaser’s approval of same. If Purchaser timely objects to any item set forth on Schedule B to each in any Title Commitment, each of which is listed on Exhibit Ethen Sellers shall have the right, constitute Permitted Liens other than those items which Purchasers marked as “omit” on but not the date hereof obligation, to cure such objections or agree and which was provided acknowledge in writing that such objections will be cured prior to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm or upon Closing. Sellers shall have until 5:00 p.m. Eastern Time on the date hereofCure Date to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. If Sellers timely cure or commit in writing to cure such objections, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of then the Title Commitments shall be deemed approved conditionally (subject to the curing the applicable objections), and updates of all other approved exceptions therein shall then become Permitted Encumbrances. If Sellers do not timely cure such objections prior to the Survey Cure Date in a manner satisfactory to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by in its sole discretion, then Purchaser shall, on or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or before five (5) Business Days after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real PropertyCure Date, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except either (i) Seller terminate this Agreement by delivering to Sellers a written notice of termination, whereupon Escrow Agent shall be responsible for disburse the recording fee related Xxxxxxx Money to each DeedPurchaser, or (ii) Seller and PropCo Purchaser waive its objection to the disapproved items that Sellers have not cured or committed to cure, which shall each pay 50% of the premium attributable to PropCo then become Permitted Encumbrances. Purchaser’s non-imputation endorsement, (iii) Seller failure to timely provide Sellers and OpCo Purchaser Escrow Agent with a written notice of waiver shall each pay 50% of the premium attributable be deemed to OpCo constitute Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)election not to terminate this Agreement.

Title Commitments. Each Purchaser acknowledges and agrees that it has reviewed preliminary Prior to the Closing, Alon may in its sole discretion obtain a title commitment (the “Title Commitments Commitment”) for one or more ALTA title insurance policies (the "Title Policies”) to be issued by a title company selected by Alon (the “Title Company”) and a survey of the Real Property (the “Survey”) with respect to each parcel of Owned Real Property and Leased Real Property. Each Title Commitment shall list as exceptions all matters that may affect title to such Owned Real Property, including, without limitation, all easements, covenants, restrictions, Liens, encumbrances, tenancies and other exceptions to title set forth on Schedule B affecting title to each the applicable parcel of Real Property (collectively, the “Exceptions”) and shall include copies of all instruments creating such Exceptions. Alon may following its review of any Title Commitment and no more than ten days after receipt of the Title Commitment, each provide the Acquired Companies with written notice of which is listed on Exhibit Eobjection to any Exceptions (other than the Permitted Liens, constitute except Permitted Liens other than those items which Purchasers marked are unrecorded Liens) that it claims constitutes a title or survey defect that first occurred during the period such Owned Real Property was owned by the Acquired Companies, or if a shorter period, during the period the applicable Acquired Company was owned, directly or indirectly, by the Sellers (the “Title Objections”). The Acquired Companies shall use commercially reasonable efforts to cure or remove such Title Objections to Alon’s reasonable satisfaction prior to Closing; provided however, so long as “omit” on the date hereof and which was provided Acquired Companies have used commercially reasonable efforts to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on cure or remove such Title Objections, the date hereof, and that Seller cure or removal of such Title Objections shall not be obligated a condition of Alon to remove any such matters constituting Permitted Liensclose the transactions contemplated hereby. Purchasers shall forward a copy of any updates of the Title Commitments Sellers and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or agree to reasonably cooperate with Alon in executing any documents reasonably requested by the applicable Purchaser (Title Company which may be necessary to issue the Title Policies, including providing any affidavit reasonably requested by the Title Company or its designee) in Alon to evidence the payment or satisfaction of any Liens, to evidence the payment of any Taxes affecting the Owned Real Property, as well as all or to evidence the satisfaction of any other title chargesmatter which Alon may be required to establish in order to obtain the Title Policies or any endorsement thereto (other than in each case, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title PolicyPermitted Liens, except (i) Seller Permitted Liens which are unrecorded Liens, if satisfied). Alon shall be responsible pay the premium for the recording fee related Title Policies, fees for title searches and costs of any endorsements or deletions to each Deedthe Title Policies. In addition, (ii) Seller and PropCo Purchaser Alon shall each pay 50% for the costs of Surveys, if any, that Alon elects to obtain with respect to the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Real Property or any portion thereof.

Title Commitments. Each Upon or within fifteen (15) days following the Closing Date, Sellers shall deliver to Purchaser acknowledges and agrees that it has reviewed preliminary commitments for the issuance of title insurance covering each parcel of real property included in the Purchased Assets, from title insurance companies acceptable to Purchaser (the "Title Commitments"). The Title Commitments shall provide for the issuance to Purchaser and any lender, if requested by Purchaser, of ALTA owner's and lender's title insurance policies, as the case may be, covering each parcel of real property included in the Purchased Assets (allocating the Purchase Price among the various parcels in a survey manner reasonably acceptable to Purchaser and Sellers), subject only to the following permitted exceptions (the "Permitted Encumbrances"): (i) current real estate taxes not yet due and payable (to be pro rated as of the Real Property Closing Date), (ii) non-delinquent assessments for any general or special improvement districts not yet due and payable (to be pro rated as of the “Survey”Closing Date), (iii) and that all exceptions to title set forth on Schedule B to each Title Commitmentcovenants, each of which is listed on Exhibit Econditions, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofrestrictions, easements, reservations, and that Seller shall not be obligated to remove any such other matters constituting Permitted Liens. Purchasers shall forward a copy of any updates record as of the dates of the Title Commitments which are acceptable to Purchaser, and updates (iv) the standard exceptions found in ALTA title commitments. Sellers shall also deliver or cause title companies to deliver to Purchaser and any lender, if requested by Purchaser, legible and complete copies of all recorded documents referenced in the Title Commitments If Purchaser proceeds to Closing, Sellers shall cause the title companies to deliver to Purchaser an ALTA title insurance policy in accordance with the Title Commitments as to each of the Survey to Seller and Seller’s attorneys promptly upon receiptparcels of real estate included in the Purchased Assets (the "Policies"). The applicable Policies shall name Purchaser and any lender as the insured and shall provide coverage in the allocated dollar amounts agreed upon between Purchaser and Sellers. Sellers shall cause the title companies to issue the owner's and lender's Policies to Purchaser and any lender(s) on or prior to the Funding Date, but effective as of the Closing Date. Sellers shall bear the cost of providing the Title Commitments and the Policies. .In the event that Sellers fail to provide the Title Commitments or the Policies on or before April 30, 1999, Purchaser may elect to obtain such Title Commitments and/or Policies at the cost and expense of any examination of title commissioned by Sellers (and to offset such costs and expenses against the Purchase Price) or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)may terminate this Agreement.

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the execution of this Agreement, Purchaser shall order a survey title commitment for each of the Real projects comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such project (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have ten (10) days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for the Property (the “SurveyTitle Objection Letter”) and that all exceptions ). Seller shall have the right, but not the obligation, to title set forth on Schedule B cure Purchaser’s objections to each Title Commitmenttitle; subject, each of which is listed on Exhibit Ehowever, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel obligation to remove all “Monetary Liens” (as defined below) by PropCo Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in such Title Objection Letter to Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on sole satisfaction (or does not timely respond to such Title Objection Letter), then Purchaser, as its sole and exclusive remedy, shall have the date hereof, and that right for ten (10) days after receipt of Seller’s response to the Title Objection Letter (or ten (10) days following the expiration of the period within which Seller shall not be obligated was to remove so respond) to either (i) waive any such matters constituting title objection in writing (in which event such waived title objection shall be deemed to be a “Permitted LiensEncumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller, whereupon the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further right or obligation hereunder, other than the Surviving Obligations relating thereto. Purchasers shall forward a copy of any updates All exceptions set forth in Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within five (5) days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments, other than liens securing the Loan (collectively, “Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser, as its sole and exclusive remedy, may terminate this Agreement by delivering notice thereof in writing to each DeedSeller by the earliest to occur of (i) the Closing Date, (ii) Seller and PropCo five (5) days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement pursuant to the immediately preceding sentence, the Xxxxxxx Money shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and OpCo Purchaser neither party shall each pay 50% of have any further right or obligation hereunder, other than the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Surviving Obligations relating thereto.

Title Commitments. Each Purchaser acknowledges Sellers have delivered the Preliminary Title Report to Buyer. Buyers shall use the Preliminary Title Report to obtain commitments for title insurance issued by the Title Company ("TITLE COMMITMENTS") committing to insure Buyer's title in the Real Property including, without limitation, minerals and agrees mineral rights, in an amount equal to the fair market value thereof, which Title Commitments shall be for ALTA Form Owner's Policies containing extended coverage, survey, zoning 3.1 (with parking), contiguity (if applicable), property index number, location, access and leasehold (with respect to the Leasehold Interests) endorsements and shall deliver pro-forma title insurance policies prior to the Closing Date. Within five (5) Business Days of the date that Buyer has received all of the Title Commitments (including copies of all of the documents referenced on Schedule B thereto) and Surveys, Buyer shall deliver to Sellers, in writing, such objections as Buyer may have to anything reflected, contained, determined or set forth therein which would reasonably be expected to have a Material Adverse Effect. Any such title or survey matters as to a particular portion of Real Property to which Buyer does not object within such time period, together with any other Permitted Exceptions, shall be deemed to be Permitted Exceptions hereunder as to such portion of Real Property. If exceptions to the title to the Real Property are contained in the Title Commitments or any Schedule to this Agreement, or if exceptions appear from the Surveys, and if in either case Buyer delivers written objections thereto in accordance with this SECTION 4.7, then Sellers shall have a period of five (5) Business Days within which to (i) cure, remove or insure over such exceptions to the reasonable satisfaction of Buyer or (ii) provide Buyer with notice that it has reviewed preliminary is unable to cure, remove or insure over such exceptions. Sellers shall in good faith use Best Efforts to eliminate or cure all title or survey defects, without the expenditure of funds, to which Buyer objects in accordance with this SECTION 4.7. If Sellers are unable to cure, remove or insure over the exceptions within such five (5) Business Day period or if Sellers provide written notice to such effect to Buyer, then by written notice to Sellers within five (5) Business Days after the earlier of the expiration of such five (5) Business Day period or Buyer's receipt of Sellers' notice to such effect, Buyer shall have the right, as Buyer's sole remedy hereunder, to (A) waive its objections and accept title subject to the exceptions without set-off or reduction in the Purchase Price, or (B) terminate this Agreement. Notwithstanding anything to the contrary herein, the inclusion of the matters set forth in the Preliminary Title Commitments and a survey Report in the description of the Real Property (the “Survey”) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated prohibit Buyer from raising objections to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)provided herein.

Title Commitments. Each Purchaser Buyer hereby acknowledges that Buyer has received from the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth other matters appearing on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Survey Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s orEscrow Agent, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except either (i) Seller shall be responsible for terminate this Agreement and receive a return of the recording fee related to each Deed, Deposit or (ii) Seller and PropCo Purchaser shall each pay 50% to take such title to the Property with no abatement of the premium attributable Purchase Price (except for abatement to PropCo Purchaserthe extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s non-imputation endorsementsole cost and expense, estoppels in form Confidential Treatment Requested by CNL Lifestyle Properties, Inc. and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (iii) Seller and OpCo Purchaser shall each pay 50% excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the premium attributable Due Diligence Materials, provided that such cure shall not be a condition to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)closing.

Title Commitments. Each Seller shall convey good and marketable fee simple title to the Property to Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the execution of this Agreement, Purchaser shall order a survey title commitment for each of the Real projects comprising the Property (collectively, the “Title Commitments”) for an Texas Owner's Policy of Title Insurance for each such project, as applicable (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have ten (10) days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Survey”) and that all exceptions ” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) above (herein, the "Parcel") comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a 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 each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (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 with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the allocable portion of the Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto (together with all interest accrued thereon) shall be refunded to each Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed being terminated, as set forth on Exhibit ESchedule “C” attached hereto, constitute Permitted Liens and (c) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than those items the Surviving Obligations relating thereto. Notwithstanding the foregoing, if this Agreement is terminated by Purchaser with respect to some but not all of the self-storage facilities, then Seller may at its option elect to terminate this Agreement with respect to all of the self-storage facilities and neither party shall have any further obligation hereunder except for the Surviving Obligations, which Purchasers marked as “omit” on election must be made by Seller within 10 days after Buyer provides written notice to Seller that Buyer is terminating this Agreement with respect to some but not all of the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel self storage facilities. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Title Commitments or Surveys indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments or Surveys and that are unacceptable to Purchaser, in its sole and absolute discretion, Purchaser shall have five (5) days after receipt of any such update to such Title Commitment or Survey to notify Seller and Seller’s attorneys promptly upon receiptin writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). The applicable Purchaser Notwithstanding anything to the contrary contained herein, Seller shall bear the cost and have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense of whatsoever to eliminate or modify any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (collectively, “Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) Seller and PropCo five (5) days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser shall each pay 50% does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (x) the allocable portion of the premium attributable Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to OpCo which this Agreement is being terminated, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser’s non-imputation endorsement, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (y) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as set forth in Section 6(c)the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Notwithstanding the foregoing, if this Agreement is terminated by Purchaser with respect to some but not all of the self-storage facilities, then Seller may at its option elect to terminate this Agreement with respect to all of the self-storage facilities and neither party shall have any further obligation hereunder except for the Surviving Obligations, which election must be made by Seller within 10 days after Buyer provides written notice to Seller that Buyer is terminating this Agreement with respect to some but not all of the self storage facilities.

Title Commitments. Each Purchaser acknowledges Between the date of this Agreement and agrees the Closing Date, if required by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer to obtain a commitment for an ALTA Owner's Title Insurance Policy 2006 Form B (or other form of policy reasonably acceptable to Buyer and Seller) for each Owned Real Property, issued by a title insurance company reasonably satisfactory to Buyer (the "Title Company"), together with photocopies of all recorded items described as exceptions therein (the "Title Commitments"), committing to insure fee simple title in Buyer to each parcel of Owned Real Property (collectively, the "Commitment Properties"), subject only to Permitted Liens; provided that it has reviewed preliminary neither Seller nor the Company shall be required to incur any cost, expense or liability in connection with such cooperation. The Company shall use its commercially reasonable efforts to assist Buyer in obtaining the Title Commitments Commitments, Title Policies and a survey Surveys within the time periods set forth herein, including, without limitation, removing from title any liens or encumbrances which are not Permitted Liens. Not later than the Closing, the Title Company shall have issued policies of title insurance with respect to each of the Commitment Properties in accordance with the Title Commitments, insuring the Company's fee simple title to each Owned Real Property (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, subject only to Permitted Liens, in such amounts as Buyer reasonably determines to be the value of the Real Property insured thereunder (the “Survey”"Title Policies"). If Buyer notifies the Company within 60 days after the date of this Agreement of (1) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens any Lien (other than those items which Purchasers marked a Permitted Lien) or (2) other matter that prevents legal access to any Commitment Property, that in any such case would reasonably be expected to result in a Material Adverse Effect (each, a "Title Defect"), the Company will exercise commercially reasonable efforts to, at Seller's election, remove such Title Defect, or cause the Title Company to commit to insure over each such Title Defect prior to the Closing. Each Party will deliver such reasonable affidavits and other customary closing documents as “omit” on are reasonably required by the date Title Company in order to issue Title Policies or to delete or insure over any Title Defects; provided, however, it shall be reasonable for Seller and/or the Company to refuse to execute and deliver (i) non-standard certifications and other forms requested by the Title Company and/or Buyer; and/or (ii) any instrument or affidavit to the extent such instrument or affidavit would expand the representations and warranties of the Company in Section 3.07 hereof and which was provided or Seller's obligations, if any, to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on indemnify the date hereofBuyer Indemnified Parties for a breach of such representations or warranties pursuant to this Agreement, and that Seller any exceptions resulting therefrom in the Title Commitments shall not constitute or be obligated deemed a failure by Seller nor the Company to remove any such matters constituting Permitted Lienssatisfy their obligations under this Section 6.03 with respect to the deliverable condition of the Title Commitments. Purchasers Buyer shall forward a copy of any updates of pay all fees, costs and expenses with respect to the Title Commitments and updates Title Policies; provided, however, Seller shall be solely responsible for all fees, costs and expenses associated with the cure of, or Title Company's insurance over, any Title Defect (which amounts, for further clarity, shall be included in Transaction Indebtedness to the extent not paid prior to the Closing). Notwithstanding anything to the contrary set forth in this Section 6.03(a), solely with respect to the property listed on Disclosure Schedule Section 3.07(a-1) and located in Xxxxx County, Illinois¸ if prior to the Closing Buyer becomes aware of any Lien on such property (including a Permitted Lien) that is not acceptable to Buyer, determined in its sole discretion, then Buyer may elect (by delivering written notice to the Survey Company prior to the Closing) to cause the Company to sell, assign, transfer, convey and deliver all right, title and interest in and to such property to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear or another third party (determined in the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance Company's sole discretion) prior to be issued upon or after the Closing insuring such that the fee and/or leasehold interests of property is effectively "excluded" from the Acquired Companies and/or the applicable Purchaser (or its designee) transactions contemplated by this Agreement, in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) which case Seller shall be responsible for all costs, expenses, Taxes, claims or other charges related thereto; provided, that the recording fee related exclusion of such property from the transactions contemplated by this Agreement pursuant to each Deed, (ii) Seller and PropCo Purchaser this sentence shall each pay 50% of not result in any adjustment to the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Purchase Price.

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the Effective Date, Seller shall obtain, at its sole cost and agrees that it has reviewed preliminary Title Commitments expense, and deliver to Purchaser, a survey title commitment for each of the Real projects comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such project(collectively, the “Title Policies”), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Purchaser shall have a period of thirty (30) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) herein (the “SurveyParcel”) comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of a 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 each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and that all exceptions 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 with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the allocable portion of the Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto (together with all interest accrued thereon), shall be refunded to each Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed being terminated, as set forth on Exhibit ESchedule “C” attached hereto, constitute Permitted Liens and (c) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within five (5) days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (“Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) Seller and PropCo five (5) days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser shall each pay 50% does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (x) the allocable portion of the premium attributable Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to OpCo which this Agreement is being terminated, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser’s non-imputation endorsement, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (y) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as set forth in Section 6(c)the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto.

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has reviewed preliminary Title Commitments and ordered a survey title commitment for each of the Real self storage facilities comprising the Property (collectively, the “SurveyTitle Commitments”) for an ALTA Owner's Policy of Title Insurance for each such self storage facility (collectively, the “Title Policies”), issued by the Title Company, insuring good and that marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (as defined in Section 4.1.3), but in no event later than the last day of the Approval Period, to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) (the "Parcel") comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below in this Section 4.1.2) by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a 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 each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each self storage facility comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for ten (10) business days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) business days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance (as defined below in this Section 4.1.2), or (ii) terminate this Agreement upon written notice to Seller (“Purchaser’s Title Notice”) with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto, and (b) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within ten (10) business days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (collectively, “Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the applicable Closing Date, (ii) Seller and PropCo ten (10) business days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (y) the parties shall each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Objection Property, Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement with respect to all of the other Properties (which, together with the Title Objection Property, shall be collectively referred to as the “Title Portfolio Properties”) owned by the entity comprising Seller which also owns the Title Objection Property, upon written notice delivered by Seller to Purchaser within two (2) business days of Seller’s receipt of Purchaser’s Title Notice (herein referred to as “Seller’s Title Notice”), whereupon the Purchase Price shall be adjusted in accordance with Schedule “C” hereto, and the parties shall have no further obligations hereunder as concerns any such Title Portfolio Properties, except that for a period of one year following Seller’s Notice, if Seller elects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to sell such property or properties to Purchaser, which sale shall be (i) upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and (ii) upon such terms and conditions as Seller hereafter elects to market such properties for the second six (6) month period following Seller’s Title Notice (herein referred to as the “Title Right of First Offer”). Purchaser shall have a period of thirty (30) days after receipt of the Title Offer Notice within which to accept Seller’s offer to sell such property or properties by delivering written notice of such acceptance to Seller. If Purchaser does not elect to accept Seller’s offer to purchase such property or properties offered to Purchaser by Seller then the Title Right of First Offer shall expire as to the property or properties offered; provided that the property or properties offered are sold at the price or a higher price stated in the Title Offer Notice. Upon the purchase of any Title Portfolio Properties, the Purchaser shall pay Seller the applicable incremental percentage of the Transition Fee. The terms of this Section 6(c)4.1.2 shall survive Closing.

Title Commitments. Each Purchaser acknowledges Within thirty (30) days after the date of this Agreement, Seller, at its sole expense, shall provide owner’s preliminary title commitments for the Real Property dated subsequent to the date hereof (the “Title Commitments”). Said reports shall be issued by a title insurer approved by Buyer in a form reasonably acceptable to Buyer, and agrees shall contain the commitment of such title company to issue land owner’s title insurance policies insuring Buyer’s title to the Real Property as good and marketable in the amounts equal to the Book Value of the Real Properties, subject only to the following (collectively, the “Permitted Exceptions”): (a) liens for property taxes that it has reviewed preliminary Title Commitments are not delinquent nor subject to penalty; (b) conditions and a survey restrictions of record, provided that the same do not unreasonably interfere with Buyer’s proposed use of the Real Property and do not contain a reverter or right of reentry; and (c) public and utility easements and roads and highways of record, if any, provided that the “Survey”) and that all same are not violated by the improvements on the Real Property or the use thereof. If the Title Commitments delivered pursuant to this Section 5.9 disclose title exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as Permitted Exceptions (“omit” Unpermitted Exceptions”), Buyer shall notify Seller of objections to any Unpermitted Exceptions shown on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Title Commitments in an ewriting within ten (10) Business Days of receipt of all of the Title Commitments, so-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of called “Schedule B” documents referenced in the Title Commitments and updates the Surveys (the “Objection Notice”), otherwise all such Unpermitted Exceptions reflected therein shall be deemed “Permitted Exceptions.” Seller shall then have twenty (20) days from the date of receipt of the Survey to Seller Objection Notice (and Seller’s attorneys promptly upon receipt. The applicable Purchaser the parties shall bear postpone the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s orClosing Date, if elected necessary to enable Seller to undertake such activities) to have such Unpermitted Exceptions cleared, or to have the title insurer commit or insure against loss or damage that may be occasioned by such PurchaserUnpermitted Exceptions by an endorsement in form and substance reasonably satisfactory to Buyer. Seller also shall execute and deliver to Buyer at the time of Closing such affidavits and other instruments, mortgagee’s policy of if any, as the title insurance company issuing the Title Commitments may reasonably require to be issued upon or after delete the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) standard exceptions appearing as “Schedule B” items in the Real Property, as well as all other a standard ALTA owners title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)insurance policy.

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall order a survey title commitment for each of the Real projects and shall make commercially reasonable efforts to cause Escrow Agent to deliver the title commitments within thirty (30) days of the Effective Date, comprising the Property (collectively, the “SurveyTitle Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such project (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the Title Company, insuring good and that marketable fee simple title to the Property, together with legible copies of all exceptions listed therein. Purchaser shall have a period of fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each project comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) on or by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure and Seller shall have thirty (30) days to cure. In the event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller with respect to such Title Objection Property (or Title Objection Properties, as the case may be), (b) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto, and (c) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within five (5) days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to or at Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (“Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence). Purchaser may terminate this Agreement as to each Deedthe Title Objection property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) Seller and PropCo five (5) days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser does not timely respond thereto. Upon a termination of this Agreement, with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (x) the parties shall each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivy) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as set forth in Section 6(c)the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto.

Title Commitments. Each Purchaser acknowledges With respect to each Improved Parcel, Title Insurer is irrevocably committed to issue an American Land Title Association Owner’s Policy of Title Insurance with Extended Coverage (ALTA Form 2006), or its state equivalent, together with such endorsements as may be requested by Buyer in writing to Sellers and agrees that it has reviewed preliminary the Title Commitments Insurer during the Investigation Period and were approved for issuance by Title Insurer by issuance of a survey pro forma policy including such endorsements or otherwise by written notice to Buyer and Sellers during the Investigation Period, with liability in the amount of the applicable portion of the Purchase Price as identified on the Property List, insuring that fee title to the applicable Real Property is vested in Buyer, and with all Third Party Monetary Liens removed or insured over or otherwise addressed in a manner reasonably satisfactory to Buyer (but only if and to the extent such Third Party Monetary Liens were timely raised by Buyer as an Objection Matter in accordance with Section 4.1(e) or as a New Matters Objection in accordance with Section 5.1(j)(ii)), and subject only to: (i) the exclusions listed in the “SurveyExclusions from Coverage” and the standard “Conditions” of the ALTA Extended Coverage Policy; and (ii) the Permitted Title Exceptions, as applicable (each, a “Title Policy” and collectively, the “Title Policies”) and that all exceptions ). Notwithstanding the foregoing, any condition in favor of Buyer relating to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates issuance of the Title Commitments Policies with Extended Coverage and updates with certain endorsements requested by Buyer as provided for herein is subject in all respects to Buyer obtaining and Title Insurer reviewing such Updated Surveys during the Investigation Period, and if Buyer fails to obtain such Updated Surveys or Title Insurer fails to review such Updated Surveys during the Investigation Period, then the requirement that the Title Policies be issued with Extended Coverage and with any endorsements requested by Buyer that require Title Insurer to have reviewed and approved the Updated Surveys shall be deemed null and void and deleted in its entirety (provided the issuance of the Survey to Seller Title Policies as otherwise required hereunder shall remain in full force and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(ceffect).

Title Commitments. Each Purchaser acknowledges After the execution of this Agreement, Buyer will order, at an expense to be shared equally between Seller and agrees that it has reviewed preliminary Title Commitments Buyer, (i) commitments of title insurance (the "TITLE COMMITMENTS") issued by a nationally-recognized title insurance company (the "TITLE COMPANY"), and a survey photocopies of all recorded items described as exceptions therein, committing to insure fee title or leasehold title, respectively, in each parcel of the Real Property owned or leased by Seller, in Buyer by ALTA Form B (1982 Rev.) owners' policies of title insurance, and (ii) ALTA/ASCM surveys addressing items 1, 2, 3, 4, 6, 7(a), 8, 9, 10, 11(a), 14, 15 and 16 of Table A of the Minimum Standard Detail Requirements (1999) (the “Survey”"SURVEYS") and that all exceptions to title set forth on Schedule B to of each Title Commitment, each parcel of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all in amounts determined by Buyer and certified to Buyer and the Title Company. Buyer shall have twenty (20) days after receipt of the Title Commitment and its respective Survey to notify Seller in writing (the "TITLE OBJECTION NOTICE") of any objections to the marketability of title other title chargesthan Permitted Encumbrances (a "TITLE DEFECT"). Buyer shall be deemed to waive and accept any objections not so raised. Seller shall have thirty (30) days from the date of Title Objection Notice to cure any Title Defect. Seller shall exercise its commercially reasonable efforts to remove or, Survey fees or recording charges incurred in connection with the applicable Purchaser’s consent of Buyer, cause the Title PolicyCompany to commit to insure over by endorsement, except each Title Defect prior to Closing. If Seller fails to remove a Title Defect or cause the Title Company to insure over such objection, then Buyer may, at its sole elections, either (ia) terminate this Agreement without any liability on its part, or (b) take title subject to such objection with no reduction in the Purchase Price. Seller and Buyer shall be responsible share equally all fees, costs and premiums for the recording fee related to each Deed, (ii) Seller title commitments and PropCo Purchaser shall each pay 50% of surveys and for the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Title Policies.

Title Commitments. Each Purchaser acknowledges and agrees To assist each Party (as a “Recipient”) in its review of the Exchange Properties it is to acquire pursuant to this Agreement, each Party (as a “Provider”) shall deliver to the other Party, promptly after the execution of this Agreement, a commitment for title insurance (“Title Commitment”) that it has reviewed preliminary covers the Exchange Properties, as applicable. Provider authorizes Recipient: (i) to contact any professionals who prepared the Title Commitments; (ii) to discuss the Title Commitments with the professionals; and a survey (iii) to have one or more of the Real Property (the “Survey”) and that all those commitments updated. If exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel applicable Exchange Properties have been raised in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments or accompanying documents and updates of if the Survey Recipient delivers an objection notice to Seller and SellerProvider stating Recipient’s attorneys promptly upon receipt. The applicable Purchaser objections, then Provider shall bear the cost and expense of any examination of title commissioned by or on behalf have five (5) business days after receipt of such Purchaser notice to notify Recipient in writing of whether Provider is able and willing to satisfy such objections (“Provider’s Notice”). In the event Provider agrees in Provider’s Notice to satisfy Recipient’s objections to title, then Provider shall cure such objections prior to the Closing. If Provider fails to provide Provider’s Notice within such five (5) business day period, Provider shall be deemed to have elected to not satisfy Recipient’s title objections. If Provider, in Provider’s Notice, refuses to cure Recipient’s objections to title, or any mortgagee and if Provider fails to provide a Provider’s Notice, Recipient shall have five (5) business days after receipt of any owner’s orsuch notice to notify Provider, if elected by such Purchaser, mortgagee’s policy of title insurance in writing as to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except whether Recipient shall (i) Seller shall be responsible for the recording fee related to each Deedwaive such objections, or (ii) Seller terminate this Agreement, in which event the Parties shall be released of all duties and PropCo Purchaser obligations hereunder. If Recipient fails to respond within such five (5) business day period, then Recipient shall each pay 50% be deemed to have elected to waive such objections. If the Agreement is terminated as provided in this paragraph, then the Parties hereunder shall be relieved of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller all their respective rights and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)obligations hereunder.