Common use of Title Defects Clause in Contracts

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) above.

Title Defects. If the Abstract, Title Commitment, the UCC Searches Searches, the Survey or any Survey the Property Documents (or any revision or update of any of them) discloses (i) exceptions to title other than Permitted Exceptions or existing encumbrances in an aggregate amount less than the Purchase Price which Seller shall discharge on or before Closing either by payment or credit against the Purchase Price or (ii) any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror Purchaser shall so notify Contributor Seller within thirty (30) days of Purchaser’s receipt of the Abstract, Title Commitment, UCC Searches, Survey or the Property Documents and Contributor Seller shall have fifteen thirty (1530) days after from the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of AcquirorPurchaser. If within the time specified Contributor Seller fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror Purchaser may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described aboveand in addition to all other rights and remedies available to Purchaser under or pursuant to this Agreement, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from the Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partesparties, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it Property in its then is current status with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror Purchaser fails to make either such election, election and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) above).

Title Defects. If For the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements purposes of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action a portion of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Subject Interests shall be deemed to have elected option a "Title Defect" if any one or more of the following statements is untrue in any material respect with respect to such portion of the Subject Interests as of the Effective Time: (i) aboveSeller has Defensible Title thereto. (ii) All royalties, rentals, ▇▇▇▇ clause payments, shut-in gas payments and other payments due with respect to such portion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any leases, farmout agreements or other contracts or agreements respecting such portion of the Subject Interests which could (1) materially interfere with the operation; value or use thereof, (2) materially prevent Seller from receiving the proceeds of production attributable to Seller's interest therein, or (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein, and no fact or circumstance relative thereto exists of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is affected thereby. Notwithstanding the foregoing, loss of any Subject Interest or portion thereof following the Effective Time due to (i) any election or decision made by Seller in accordance with Article VIII or (ii) expiration of the primary or secondary term of a lease shall not constitute a Title Defect as long as Seller shall not have breached the provisions of Article VIII. Subject to Section 14.1 below, the failure of any governmental office to approve or consent to any assignment or other conveyance of a Subject Interest filed with such office shall not constitute a Title Defect; provided that such office has not expressly and specifically refused to grant such consent or approval as a result of the existence of a Title Defect.

Title Defects. If Title defects shall refer to those defects or irregularities that (a) would cause Buyer to receive less than the Title Commitment, the UCC Searches net revenue interest (NRI) set forth on Exhibit A-1; or (b) create a lien or encumbrance on any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action portion of the partes, Properties. Title defects shall become null and void and neither party shall have any further rights not mean defects or obligations under this Agreement, except with respect to irregularities in the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is that do not interfere with the right to deduct from operation, value or use of the Purchase Price a sum equal Properties (or portion thereof) affected thereby and that would not be considered material in accordance with industry standards, including but not limited to the amount following "Permitted Encumbrances": lessors' royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the net cumulative effect of such burdens does not operate to reduce the NRI for the formation upon which an allocated value has been established as set forth in Exhibit A-1; any preferential rights to purchase and required third party consents to discharge assignments of contracts or property and similar agreements; liens for taxes or assessments not yet due and delinquent or, if delinquent, that are being contested in good faith in the normal course of business; rights of reassignment upon the surrender or expiration of any lease; easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the properties or any restriction on access thereto that do not materially interfere with the operation of the affected asset as has been conducted in the past; such title defects which have been cured or Buyer has waived; materialmen's, mechanics', repairmen's, employees', contractors', operators' or other similar liens or encumbrances charges arising in the ordinary course of a definite business incidental to construction, maintenance or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option operation of the Properties (i) aboveif such liens and charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action; rights reserved to or vested in any federal, state, local, tribal or foreign governmental body, authority or agency to control or regulate any of the Properties in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Properties; liens arising under operating agreements, unitization and pooling agreements and production sales contracts securing amounts not yet delinquent or, if delinquent, being contested in good faith in the ordinary course of business; all calls on or preferential rights to purchase production at a price (adjusted for quality, transportation and location) no less than average area spot prices with respect to gas; the litigation and claims listed on Schedule 4.2; all documents and matters of record as of the Effective Time, unless the document or matter has properly been identified as a title defect in a title defect notice pursuant to Section 2.4; and As to any undeveloped properties, routine title curative matters expected to be encountered in a non-producing property in the area and that are customarily cured in the normal course of development of non-producing properties without material expense and not reasonably anticipated to cause a material impairment of Buyer’s ability to develop the interest in question.

Title Defects. If on the Title Commitment, Closing Date the UCC Searches or any Survey (or any revision or update Sellers shall be unable to cause title to the Property to be free and clear of any of them) discloses all exceptions to title other than Permitted Exceptions Encumbrances, then the Sellers shall be entitled, but shall not be obligated, to adjourn the Closing for one or any other more periods not to exceed ninety (90) days in the aggregate for the purpose of causing title or survey matter which does not conform to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, title to the requirements Property is not free and clear of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception all exceptions to title removed or to correct each such other matterthan Permitted Encumbrances, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) Purchaser may terminate this Agreement upon written by notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneySellers delivered on or prior to the Closing Date, as the same may have been extended, in which event this AgreementAgreement shall be terminated and of no further force or effect, without further action of the partes, shall become null and void and neither party shall have any further obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be distributed by Escrow Agent in accordance with Section 3.2.2 (and the Sellers shall join with Purchaser in executing a written instruction to Escrow Agent to do so); provided, however, that in the event that title to the Property is not free and clear of all exceptions to title other than Permitted Encumbrances due to a breach of the proviso clause of the next sentence, Purchaser shall have the rights set forth in Section 16.2. Neither the Sellers nor Owner shall be under any obligation to take any steps or obligations to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Property any defect, encumbrance or objection to title; provided, however, that the Sellers shall be responsible for discharging (and at or prior to the Closing shall discharge) any liens, encumbrances or other title defects which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money and which arise solely on account of actions or failures to act by Owner or VCR. The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for the Sellers' failure to discharge such monetary liens or encumbrances as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind, if the Sellers shall fail or be unable to cause title to the Property to be in the condition called for by this Agreement, nor shall Purchaser, in such circumstances, be entitled to specific performance of this Agreement (unless the same is due to a default by the Sellers under this Agreement, except with respect to ). In no event shall the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") Sellers or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required Owner be obligated to discharge liens any mechanic's or encumbrances similar lien created by a Tenant in occupancy at the Closing whose Lease is in full force and effect, but the Sellers shall cause Owner (or VCR, as applicable) to use reasonable efforts to cause such Tenant to do so. For purposes of a definite or ascertainable amount. If Acquiror fails to make either such electionthis Section 14.2, and elects not to pursue its other rights and remedies as aforesaid, Acquiror the Sellers shall be deemed to have elected option cured or removed any title exception if the Title Company or any other reputable title insurance company shall be prepared to issue to Owner an owner's policy of title insurance for the Property (iat standard rates or with the Sellers paying any additional premium in connection with such exception) abovedated as of the Closing Date insuring over such exception, or providing affirmative coverage or an endorsement with respect thereto that is reasonably satisfactory to Purchaser.

Title Defects. If For the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements purposes of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action a portion of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Subject Interests shall be deemed to have elected option a "Title Defect" if any one or more of the following statements is untrue in any material respect with respect to such portion of the Subject Interests as of the Effective Time: (i) aboveSeller has Defensible Title thereto. (ii) All royalties, rentals, ▇▇▇▇ clause payments, shut-in gas payments and other payments due with respect to such portion of the Subject Interests have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller's rights in such portion of the Subject Interests. (iii) Except as set forth in any of the Exhibits hereto, Seller is not in default under the material terms of any leases, farmout agreements or other contracts or agreements respecting such portion of the Subject Interests which could (1) materially interfere with the operation; value or use thereof, (2) materially prevent Seller from receiving the proceeds of production attributable to Seller's interest therein, or (3) result in cancellation of Seller's interest therein. (iv) There is no lien, charge, encumbrance, defect or objection (other than a Permitted Encumbrance) against, in or to Seller's title thereto or right or interest therein, and no fact or circumstance relative thereto exists of such significance that a reasonable and prudent person engaged in the business of the ownership, development and operation of oil and gas properties with knowledge of all the facts and appreciation of their legal significance would be unwilling to accept and pay for the Subject Interest or portion thereof which is affected thereby. Notwithstanding the foregoing, loss of any Subject Interest or portion thereof following the Effective Time due to (i) any election or decision made by Seller in accordance with Article IX or (ii) expiration of the primary or secondary term of a lease shall not constitute a Title Defect as long as Seller shall not have breached the provisions of Article IX. Subject to Section 15.1 below, the failure of any governmental office to approve or consent to any assignment or other conveyance of a Subject Interest filed with such office shall not constitute a Title Defect; provided that such office has not expressly and specifically refused to grant such consent or approval as a result of the existence of a Title Defect.

Title Defects. If A. In the Title Commitmentevent the Commitment discloses defects in title other than (a) covenants, conditions and restrictions of record as revealed in the UCC Searches Commitment and which are acceptable to the Purchaser, (b) non-delinquent general real estate taxes for the year in which the Closing occurs and subsequent years, or (c) any Survey other title defect set forth in the Commitment to which the Purchaser does not object within thirty (or any revision or update 30) days of any receipt of them) discloses the Commitment and copies of all documents of record and exceptions to title other than (the “Permitted Exceptions or any other title or survey matter which does not conform to Title Exceptions”), the requirements Purchaser shall notify the Seller of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen these defects within thirty (1530) days after of the date of Contributor's Purchaser’s receipt of such notice the Commitment and copies of all documents of record and exceptions to have each such unpermitted exception title. Upon receipt of notice, the Seller shall undertake to title removed or to correct each such other matter, in each case to remedy all defects by the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either following: (i) terminate this Agreement upon written notice If the Property or any part thereof shall be subject to Contributor and immediately receive from Escrowee any lien or charge of any fixed or ascertainable amount (“Removable Lien”), the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of Seller shall pay the partes, shall become null and void and neither party shall have any further rights same at or obligations under this Agreement, except with respect prior to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or Closing. (ii) elect If any title defects shall exist on the Property, other than a Permitted Title Exception or Removable Lien, the Seller shall use best efforts to accept remedy the defects on or before the end of the Feasibility Period. B. In the event that despite having used best efforts, the Seller, at Closing, is unable to convey title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances Property free and clear of a definite or ascertainable amount. If Acquiror fails to make either such electionall liens, encumbrances, and elects not exceptions other than the Permitted Title Exceptions, the Purchaser, in addition to pursue its other rights and remedies as aforesaidavailable pursuant to this Agreement and at law or in equity, Acquiror shall be deemed to have elected the option at Closing of the following: (i) Take such title as the Seller can deliver, with reduction of the Purchase Price towards any Removable Lien not paid in full pursuant to the provisions above; or (ii) Terminating this Agreement upon the Purchaser’s receipt from the Title Company of both the Deposit and all accrued interest. C. At Closing, the Seller shall deliver all instruments and assurances as may be reasonably required by the Title Company to induce the Title Company to omit from its insurance policy any defect in or objection or exception to title other than the Permitted Title Exceptions. These shall include instruments, affidavits and consents of stockholders, directors, officers, partners (general or limited), and trustees approving any acts of the corporations, partnerships or trusts in the chain of title and proof of payment of applicable franchise or dissolution taxes.

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions Purchaser shall furnish to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If Seller within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration Due Diligence Period a copy of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except a title commitment with respect to the indemnities contained in Sections 12 and 15B Property prepared by the Title Insurer (the "Surviving Indemnities") or “Title Insurance Commitment”), together with a statement specifying any objections to title which are not Permitted Exceptions (ii) elect to accept title to the Properties as “Purchaser’s Statement”), it then is with the being understood that Purchaser shall have no right to deduct from object to Permitted Exceptions. Seller shall have no obligation to remove any such objections except that on or before the Closing Date Seller shall cause to be removed any Security Documents. Seller shall notify Purchaser within three (3) Business Days after Seller’s receipt of Purchaser’s Statement whether Seller will remove on or before the Closing Date any such objections which are not Security Documents (“Seller’s Response”). If Seller does not advise Purchaser that such defects will be removed, Purchaser’s sole right shall be to either (a) waive the defect and close title without abatement or reduction of the Purchase Price a sum equal or (b) terminate this Agreement, in either case upon notice to the amount required to discharge liens or encumbrances of a definite or ascertainable amountSeller given within three (3) Business Days after Purchaser receives Seller’s Response indicating that such defects will not be removed. If Acquiror Purchaser fails to make either such electionelect to terminate this Agreement by notice given to Seller within said three (3) Business Day period, and elects not to pursue its other rights and remedies as aforesaid, Acquiror then Purchaser shall be conclusively deemed to have elected option to waive the defects and close title in accordance with clause (ia) aboveof the preceding sentence. If Purchaser elects to terminate this Agreement by notice given to Seller within such three (3) Business Day period, the Deposit shall be returned to Purchaser, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void.

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title to any of the Properties (including Additional Properties), other than Permitted Exceptions Exceptions, or any other title or survey matter which does not conform to the requirements of this AgreementAgreement with respect to any of the Properties or Additional Properties, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its optionelection, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that other than (i) final, unappealable judgments against an Owner, (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount, other than the mortgages securing the Existing Indebtedness, (iii) defects, objections or exceptions which can be removed by payments not to exceed $25,000 for each Property including each Additional Property and not to exceed $100,000 in the aggregate for all title defects, and (iv) payments to the mortgagees which are currently required pursuant to existing loan documents in order to cause the mortgagees to consent to Acquiror assuming the Assumed Indebtedness, and except as provided below, Contributor shall have no obligation to incur any expense or bring any action in connection with curing such defects, objections or exceptions. Other than the items described in (i) through (iv) above, which option must be selected by Contributor agrees to cure at its sole cost and expense without regard to the cost thereof (other than as expressly set forth in item (iii)), if after complying with the foregoing requirements, Contributor is unable to or elects not to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before the date which is at least two (2) business days prior to the Closing Date, the Second Closing Date or the Option Closing Date, as the case may be, Acquiror within ten may elect either to (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (ix) terminate this Agreement upon by giving written notice to Contributor and (a "Termination Notice") and, upon such election, Acquiror shall immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partesparties hereto, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B Section 9B (the "Surviving Indemnities"); (y) accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given to Contributor hereunder; or (iiz) pursuant and subject to Section 10, delete and eliminate from this Agreement any or all of the affected Properties or Additional Properties, at Acquiror's sole election, and with respect to such Properties or Additional Properties not so deleted, elect to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the Properties as it then is with the right consideration to deduct from the Purchase Price a sum equal be given to the amount required to discharge liens or encumbrances of a definite or ascertainable amountContributor hereunder. If Acquiror fails to make either any such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (ix) above.

Title Defects. If the Title Commitment, the UCC Searches or any Survey Purchaser shall notify Seller in writing forty-five (or any revision or update of any of them45) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform days prior to the requirements date set for closing of title of the existence of encumbrances and defects in title not excepted in this AgreementAgreement such that Seller is unable to convey good and marketable and insurable title, Acquiror shall so notify Contributor and Contributor Seller shall have fifteen a further period of thirty (1530) days after the date of Contributor's following receipt of such notice from Purchaser within which, at Seller's expense, to have each such unpermitted exception remove said encumbrances and/or to cure the defects. If, at the end of said period, Seller is still unable to convey good and marketable title to the Premises free and clear of all encumbrances, liens or exceptions to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter except as aforesaid, Acquiror maythen Purchaser: (a) May elect to accept such title as Seller can convey, at its optionupon the payment of the aforesaid purchase price; or (b) May rescind this Agreement. If Purchaser shall elect to rescind, which option must be selected by Acquiror within ten (10) days after the expiration all sums paid under section 4.2 of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice shall be paid to Contributor Purchaser without interest thereon. Upon receipt of such payments by Purchaser, this Agreement shall terminate and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party the parties hereto shall have any be released and discharged of all further rights or claims and obligations each to the other under this Agreement with the exception of obligations which survive termination of this Agreement, except with respect including but not limited to indemnification obligations. Nothing herein shall be construed as releasing either party from indemnification obligations which survive termination of this Agreement. It is understood and agreed that the indemnities contained title herein required to be furnished by Sellers shall be marketable and the marketability thereof shall be determined in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is accordance with the right to deduct from Standards of the Purchase Price a sum equal to Title of the amount required to discharge liens Connecticut Bar Association in force at the time any title issue is raised. It is also agreed that any and all defects in or encumbrances against the title, which come within the scope of said Title standards, shall not constitute a definite valid objection on the part of the Purchaser if such standards do not so provide; provided, Seller furnishes any affidavits or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall instruments which may be deemed to have elected option (i) aboverequired by the applicable standards.

Title Defects. If The term “Title Defect,” as used herein, subject to Permitted Encumbrances, shall be limited to a defect in Seller’s title to the Assets which results or could reasonably be expected to result in (a) a net revenue interest for an Asset less than the net revenue interest shown for that Asset in Exhibit “C,” or (b) a working interest for an Asset greater than the working interest shown for that Asset in Exhibit “C” without a corresponding increase in the net revenue interest or (c) the existence of a lien, agreement or other encumbrance. In the event either party notifies the other that Seller owns a greater net revenue interest than that shown on Exhibit “C,” then the Purchase Price shall be increased based upon the amount allocated to the affected Asset on Exhibit “C”. Provided, however, Buyer may not assert a Title CommitmentDefect for an Asset unless Buyer has allocated value on Exhibit “C” (an allocation of value to a well or lease shall include that portion of the other Assets that are necessary for the operation of such well or lease and the production of hydrocarbons from such well or lease), and unless Buyer reasonably believes that the UCC Searches effect of such Title Defect on the value of the Asset or any Survey on Seller’s stated net revenue interest and/or working interest for such Asset would result in a reduction to Buyer’s allocated amount of the Purchase Price for such Asset, as shown on Exhibit “C,” equal to at least Fifteen Thousand and No/100 Dollars ($15,000.00) (“Material Title Defect”). In addition, if the total value of all Material Title Defects, in the aggregate, does not meet or any revision or update exceed One-Percent (1%) of any of them) discloses exceptions the Purchase Price as defined in Section 1.3, then there shall be no adjustment to title other than Permitted Exceptions the Purchase Price or any other title remedy from or survey matter which does not conform obligation of Seller that shall be available to Buyer. Provided further, in the event the amount attributable to Material Title Defects, in the aggregate, satisfies the threshold percentage set forth above and a reduction to the requirements Purchase Price is warranted, then the Purchase Price shall only be reduced to the extent the amount attributable to Material Title Defects, in the aggregate, exceeds the percentage of the Purchase Price specified above, and all amounts attributable to Material Title Defects, in the aggregate, that are below such threshold percentage shall be borne solely by Buyer, and there shall be no adjustment to the Purchase Price therefor. In determining whether a Title Defect exists as to any Asset for purposes of this Agreement, Acquiror the Parties shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case give due consideration to the reasonable satisfaction length of Acquirortime the affected property has been producing hydrocarbon substances and whether any omissions, encroachments, encumbrances or other claimed defects are customarily acceptable to prudent operators and interest owners. If within Such usual and customary defects include, without limitation, defects that have been cured by possession under applicable statutes of limitations, defects in the time specified Contributor fails early chain of title such as failure to recite marital status in documents, omissions of heirship or succession proceedings, lack of survey or failure to record releases of lien, production payments or mortgages that have each such unpermitted exception removed or to correct each such other matter as aforesaidexpired by their own terms. Notwithstanding the foregoing provisions of this 3.2, Acquiror may, at its option, which option must be selected by Acquiror within ten none of the following (10collectively “Permitted Encumbrances”) days after the expiration of Contributor's fifteen (15) day cure period described above, either shall constitute a Material Title Defect: (i) terminate this Agreement upon written notice Royalties, overriding royalties, production payments, reversionary interests, convertible interests, net profits interests, and similar burdens encumbering the Assets to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Moneyextent the net cumulative effect of such burdens do not, in which event this Agreement, without further action as of Closing or any time thereafter during the term of the partesapplicable Asset, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect operate to reduce the indemnities contained net revenue interests of such Asset to less than the net revenue interests for such Asset set forth in Sections 12 and 15B (the "Surviving Indemnities") or Exhibit “C”. (ii) elect All rights to accept title consent by, required notices to, filings with, or other actions by governmental authorities in connection with the sale or conveyance of the Assets; (iii) Rights reserved to or vested in any governmental entity having appropriate jurisdiction to control or regulate the Assets in any manner whatsoever, and all laws of any such governmental entity; (iv) Easements, rights-of-way, servitudes, surface leases, subsurface leases, pipelines, and structures on, over and through the Assets; (v) All of the terms and conditions of the Material Agreements to the Properties as it then is with extent they do not result or could not reasonably be expected to result in (a) a net revenue interest for an Asset less than the right net revenue interest shown for that Asset in Exhibit “C,” or (b) a working interest for an Asset greater than the working interest shown for that Asset in Exhibit “C” without a corresponding increase in the net revenue interest; (vi) Taxes or assessments not yet due or not yet delinquent or, if delinquent, that are being contested by Seller in good faith in the normal course of business; and (vii) Liens of operators relating to deduct from the Purchase Price a sum equal to the amount required to discharge liens obligations not yet due or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveyet delinquent.

Title Defects. If 3.1.1 Seller has furnished to Buyer and its counsel (x) the Title Commitment, and copies of all title exception documents and documents of record referred to on Schedule B of the UCC Searches or any Survey (or any revision or update of any of them) discloses Title Commitment as exceptions to title other than coverage to the Property, and (y) a Survey. Buyer shall have the right to provide Seller with an objection in writing (a “Title Objection Letter”) pertaining to any title matters which are not Permitted Exceptions or if (i) such matters first appear on any other title or survey matter which does not conform update to the requirements Title Commitment or Survey issued following the Effective Date, and (ii) such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, in any event, prior to the Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. 3.1.2 If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer’s rights under Section 9.2, (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of this Agreementor credit against the Purchase Price, Acquiror or (iii) with respect to any Monetary Removal Items, accept such exceptions to title and the Closing shall so occur as herein provided except that Seller shall give to Buyer a credit against the Purchase Price of the amount of such Monetary Removal Items, which credit against the Purchase Price shall not exceed $200,000.00. 3.1.3 With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Contributor and Contributor shall have fifteen Buyer in writing within five (155) days Business Days after the date of Contributor's receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such notice period shall be deemed an election by Seller not to Remove Buyer’s title objections. If Seller elects or is deemed to have each such unpermitted exception elected not to Remove one or more of Buyer’s title removed objections, then, within five (5) Business Days after Seller’s election or to correct each such other matterdeemed election (but, in each case any event, prior to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails Scheduled Closing Date, which, if such date would have occurred prior to have each such unpermitted exception removed or five (5) Business Day period elapsing, shall automatically be deemed extended to correct each provide Buyer with such other matter as aforesaidfive (5) Business Day period), Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, Buyer may elect in writing to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneyAgreement, in which event this AgreementSeller shall direct the Escrow Agent to pay the Deposit to Buyer and thereafter, without further action of the partes, shall become null and void and neither party parties shall have any no further rights or obligations under hereunder except for obligations which expressly survive the termination of this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect waive such title objections and proceed to accept Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such title objections and proceed to Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. 3.1.4 Seller shall be entitled to one or more extensions of the Properties as it then is with Scheduled Closing Date (not to exceed ten (10) days in the aggregate) for the purpose of the Removal of any exceptions to title. Seller shall have the right to deduct from replace the Purchase Price a sum equal Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer and upon prior written notice to Buyer, if the amount Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveRemove.

Title Defects. If the Title Commitment, the UCC Searches Commitment or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter objectionable to Purchaser, in its reasonable discretion (each, a “Defect” and collectively, the “Defects”), except for exceptions relating to Seller’s Existing Financing which does Seller shall cause to be removed at Closing, the rights of tenants, as tenants only, under the Leases, and the lien of general real estate taxes and assessments not conform yet due and payable, Purchaser shall have until 5:00 p.m. Chicago (Central) time on the expiration of the Due Diligence Period (the “Title Objection Date”) to the requirements of this Agreement, Acquiror shall so notify Contributor Seller in writing (the “Purchaser’s Title Notice”). Any matters disclosed by the Title Commitment or the Survey and Contributor not objected to by Purchaser on or before the Title Objection Date shall have fifteen be deemed approved by Purchaser and shall constitute Permitted Exceptions. If Purchaser shall deliver the Purchaser’s Title Notice to Seller as aforesaid, Seller shall, within five (155) days after the date of Contributor's receipt of such notice the same, notify Purchaser in writing (“Seller’s Notice”) whether Seller intends to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) cause any or all of the Defects to be removed or insured over, or (ii) take no further action regarding any or all of the Defects. Seller’s failure to deliver to Purchaser a Seller’s Notice within the aforementioned five (5) day period shall be deemed Seller’s election of the course of action set forth in clause (ii) above. If Seller elects, or is deemed to have elected, the course of action set forth in clause (ii) above with respect to any or all of the Defects, then Purchaser shall have the right (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering written notice to Seller before the expiration of the Due Diligence Period, to either (A) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event whereupon this Agreement, without further action of the partes, Agreement shall become be null and void and neither party shall have any of no further rights force or obligations under this Agreementeffect (except for the Surviving Obligations (as hereinafter defined)), except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (iiB) elect to waive its uncured objection and accept title to the Properties as it then is Property subject to such Defects (with the right to deduct from no reduction in the Purchase Price a sum equal Price) whereupon such Defects which had been objected to the amount required to discharge liens or encumbrances of a definite or ascertainable amountshall be deemed approved and shall constitute Permitted Exceptions. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (iB). If Seller has elected pursuant to this Section 4(c) aboveto cure or insure over a Defect, but is unable to do so within fifteen (15) Business Days after receipt of Purchaser’s Title Notice, Purchaser may (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering notice thereof to Seller within five (5) days after such 15-Business Day period elect to either (y) terminate this Agreement and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money whereupon this Agreement shall be null and void and of no further force or effect (except for the Surviving Obligations), or (z) waive its uncured objection and accept title to the Property subject to such Defects (with no reduction in the Purchase Price) whereupon such Defects which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (z).

Title Defects. If The Purchaser shall have the right to review the Title CommitmentCommitments, Title Opinions, RDPRM Searches and any surveys or certificates of location of the UCC Searches Properties obtained by Purchaser or any Survey existing survey or certificate of location (or any revision or update of any of them) discloses , all of which are collectively referred to as the “Surveys”). The Purchaser shall obtain any new Surveys within 3 weeks after the Execution Date. The Purchaser shall notify the Sellers in writing within 10 business days after the Purchaser receives the last of the Title Commitments, Surveys, Title Opinions and RDPRM Searches, as the case may be, of any defects in or exceptions to title to either of the Properties (other than the Permitted Exceptions or any other title or survey matter which does not conform Exceptions) that the Purchaser finds to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) be unacceptable. Within 5 business days after the date of Contributor's receipt of receiving such notice from the Purchaser, the Sellers shall notify the Purchaser of the Sellers’ election (a) to have each cure such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Moneyexceptions, in which event the Sellers shall cure such exceptions promptly and at their expense, including, if applicable, obtaining a judgment confirming title, and the Closing Date shall be extended as necessary to permit the completion of such cure, or (b) not to cure such exceptions, in which event the Purchaser shall either waive such condition and proceed to purchase the Properties as provided herein or terminate this Agreement. If the Purchaser so elects to terminate, without further action of the partesDeposit shall be returned to the Purchaser, shall become null and void and neither party the parties shall have any no further rights or obligations under this Agreementhereunder, except with respect for the Post-Termination Obligations. Unless the Sellers expressly agree to do so, the indemnities contained in Sections 12 Sellers shall have no obligation to cure or remove any title defects or exceptions; provided that the Sellers shall pay off the Mortgage Loan, and 15B any other monetary liens and hypothecs (other than the "Surviving Indemnities") or (ii) elect Permitted Exceptions), at the Closing so as to accept title to effect the release of the Properties as it then is with from any mortgages, deeds of trust, hypothecs and other documents and instruments securing repayment of the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveMortgage Loan.

Title Defects. If (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Company with respect to the Premises (the “FATIC Title Commitment”). At or before the Closing, Seller shall provide the UCC Searches Title Company with (A) affidavits or other instruments sufficient to satisfy those requirements referenced on Schedule B-I of the FATIC Title Commitment as item 3 (but only with respect to contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of Commencement with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement) and item 6 and (B) an Affidavit of Title sufficient to (x) limit exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the rights or claims of parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to any such lien rights available to contractors engaged by Seller (exclusive of lien rights available to contractors with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or agreed to in writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title commitment or any Survey title insurance policy to be issued in connection with the sale of the Premises; provided, Seller’s failure to remove any matter that is not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this Paragraph 4. (ii) Buyer shall be deemed to have waived its right to object to any encumbrance or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title exception or matter reflected in the FATIC Title Commitment and any matter reflected on a Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice”) by the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter which does not conform raised in any Title Notice, except for the monetary liens referred to the requirements in subparagraph (e) of this AgreementParagraph 4 that are to be paid by Seller at or before Closing or as provided in subparagraph (i) above. Upon Buyer’s failure to timely object, Acquiror any encumbrance or other title exception or matter reflected on the FATIC Title Commitment or Survey Plans, and any update thereof, shall so notify Contributor and Contributor thereafter be deemed a Permitted Encumbrance. Seller shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror mayright, at its sole option, which option must be selected by Acquiror upon written notice given to Buyer within ten (10) days after the expiration of Contributor's fifteen receipt of Buyer’s Title Notice, (15A) day cure period described above, of either (iX) terminate agreeing to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (Y) providing the Title Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, provided Buyer reasonably approves insuring over any title exception, or (B) subject to subparagraph (e) of this Agreement upon written notice Paragraph 4, elect to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Moneydo neither (X) nor (Y), in which event this Agreement, without further action of the partes, shall become null and void and neither party Buyer shall have any further the rights or obligations under set forth in subparagraph (e) of this Agreement, except with respect Paragraph 4. Failure by Seller to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either deliver such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror notice shall be deemed to have elected option an election under subparagraph (iB) above.

Title Defects. If If, within the Title Commitmentten (10) day period following Seller’s notice to Buyer that Seller’s deed is ready for delivery, Buyer notifies Seller that Buyer has requested evidence of title to the premises or any portion thereof, the UCC Searches Buyer shall furnish to Seller at Buyer’s expense such evidence of title within thirty (30) days of said notice from Buyer in the form of an abstract of title or any Survey (a title commitment, and a written statement specifying the matters or any revision or update of any of them) discloses exceptions to title defects other than Permitted Exceptions said permitted exception and reservations and other than such usual exceptions contained in Owner’s policies and the matters to which this sale is subject by the terms hereof, the time of payment of the balance of the purchase price shall be extended for a period of sixty (60) days after the receipt of said evidence of title and statement. If Seller is unable or any unwilling to cure such matters or defects within said sixty (60) day period, and Buyer is unwilling to accept the deed subject to such matters or defects then either party may terminate this Agreement by serving written notice of termination upon the other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have party within fifteen (15) days after thereafter and all further rights and liabilities under this Agreement shall cease and terminate except that Seller shall return the date deposit to Buyer and Seller shall reimburse Buyer for the actual amount paid by Buyer, if any, to an abstractor for an abstract of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other mattera title company for a title report (but not for title insurance), in each case provided that said abstract or title report shall be delivered an assigned to Seller. In the reasonable satisfaction event said evidence of Acquiror. If within title shows no title defects, Buyer shall pay to Seller the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror purchase price within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described abovereceipt of said evidence of title, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it provided Seller’s deed is then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveready for delivery.

Title Defects. (a) If any exception to title shall appear in the REX ▇▇▇minal Title Commitment which would materially adversely affect SDC's use and enjoyment of the REX ▇▇▇minal for its operations or the operations of Spartan, and if SDC notifies REX ▇▇ its objection thereto within seven (7) days following its receipt of the REX ▇▇▇minal Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does REX ▇▇▇ll have a period not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have exceeding fifteen (15) days after from the date of Contributor's receipt of such notice to have each cure or remove such unpermitted exception at REX's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which REX ▇▇▇ll cause to title be removed or to correct each such other matter, in each case to on the reasonable satisfaction of AcquirorClosing Date). If within the time specified Contributor fails REX ▇▇▇ll be unable or unwilling to have each cure or remove any such unpermitted exception removed or to correct each such other matter as aforesaidexception, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon REX ▇▇▇ll forthwith give written notice to Contributor SDC of REX's inability or unwillingness and immediately receive from Escrowee SDC shall have the option, exercisable within SDC/REX ▇▇▇▇▇▇▇▇▇ Money▇▇▇HANGE 101 4 seven (7) days after receipt of such notice, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B either (the "Surviving Indemnities"a) or (ii) elect to accept title to the Properties as it then is with REX ▇▇▇minal subject to such exception(s) without modification or impairment of this Agreement, or (b) to terminate this Agreement. (b) If any exception to title shall appear in the right to deduct SDC Terminal Title Commitment which would materially adversely affect REX's use and enjoyment of the SDC Terminal for its operations, and if REX ▇▇▇ifies SDC of its objection thereto within seven (7) days following its receipt of the SDC Terminal Title Commitment, SDC shall have a period not exceeding fifteen (15) days from the Purchase Price a sum equal date of such notice to cure or remove such exception at SDC's expense (except for any lien for the payment of money, including without limitation mechanics' and materialmen's liens, which SDC shall cause to be removed on the Closing Date). If SDC shall be unable or unwilling to cure or remove any such exception, SDC shall forthwith give written notice to REX ▇▇ SDC's inability or unwillingness and REX ▇▇▇ll have the option, exercisable within seven (7) days after receipt of such notice, either (a) to accept title to the amount required SDC Terminal subject to discharge liens such exception(s) without modification or encumbrances impairment of a definite this Agreement, or ascertainable amount. If Acquiror fails (b) to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveterminate this Agreement.

Title Defects. If the Title Commitment or Survey discloses with respect to the Property, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall notify Seller of any Unacceptable Title Matter related to the Property on or before the date which is twenty (20) business days after the Purchaser receives both the Title Commitment (and complete copies of the documents of record disclosed by the Title Commitment) and Survey (such twenty (20) business day period from the final delivery to Purchaser of the Title Commitment, copies of documents of record and Survey being hereinafter referred to as the UCC Searches or any Survey “Title Review Period” for the Property, provided such notice shall be delivered to Seller, if at all, no later than five (or any revision or update of any of them5) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform business days prior to the requirements end of this Agreementthe Due Diligence Period), Acquiror shall so notify Contributor and Contributor Seller shall have fifteen ten (1510) business days after from the date of Contributor's receipt of such notice to have each such unpermitted exception Unacceptable Title Matter removed (without any obligation to title removed do so, except Seller will be obligated to remove at Closing any monetary liens encumbering the Property), or, to attempt to have the Title Insurer commit to insure over such Unacceptable Title Matter, in a manner reasonably acceptable to Purchaser (provided if the Title Insurer fails to insure over such Unacceptable Title Matter, Purchaser may terminate this Agreement, and as its sole remedy receive a refund of the E▇▇▇▇▇▇ Money), or to correct each such other matter, in each case to the reasonable satisfaction of AcquirorPurchaser. If within the time specified Contributor specified, Seller fails to have each such unpermitted exception removed Unacceptable Title Matter removed, insured over or to correct each such other matter corrected as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, Purchaser may elect to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee a refund of the ▇E▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is Property subject to the Unacceptable Title Matter with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) above.

Title Defects. 4.3.1. If the Title CommitmentInsurer is not prepared to issue the Owner's Policy at Closing, consistent with the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements provisions of this Agreement, Acquiror and if Seller shall so notify Contributor and Contributor elect (or shall have fifteen (15be required under Subsection 4.3.2 below) days after the date of Contributor's receipt of such notice to have each such unpermitted exception attempt to remove any defect in or objection to title removed or to correct each such other matterfulfill any condition, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaidthen Seller will be entitled, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice delivered to Contributor Purchaser at least two (2) business days prior to the Closing Date, to adjourn the Closing Date one or more times, for a period not to exceed sixty (60) days in the aggregate, to enable Seller to take such action as may be required to cause the Title Insurer to issue the Owner's Policy in accordance with the provisions of this Agreement. If Seller does not so elect to adjourn the Closing, or if at the adjourned date(s) the Title Insurer is not prepared to issue the Owner's Policy in accordance with the provisions of this Agreement, either party may terminate this Agreement, by written notice to the other party hereto, and immediately receive from the parties shall direct Escrowee to return the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void Money Deposit to Purchaser and neither party shall will have any further rights or obligations under this AgreementAgreement except for those provisions which specifically survive the termination hereof. (a) If Seller elects to adjourn the Closing as provided above, except this Agreement shall remain in effect for the period or periods of adjournment in accordance with respect its terms. In no event, however, shall Seller be required to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to fulfill any condition or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller therefor, at law or in equity, for damages or specific performance; provided, however, that if an examination of title indicates the indemnities contained in Sections 12 and 15B existence of one or more (the "Surviving Indemnities"i) liens or encumbrances or (ii) elect to accept title mechanics' liens created as a result of work performed at the Property on behalf of Tenant prior to the Properties Closing Date which as it then is with the right to deduct from the Purchase Price (i) and (ii), are in liquidated amounts and can be removed or discharged by payment of a sum equal of money ("INVOLUNTARY MONETARY AND MECHANICS' LIENS") which is not in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (the "CURE AMOUNT") in the aggregate, and if such removal or discharge can reasonably be expected to be accomplished prior to the amount Closing Date initially provided for in Section 1.1. hereof or within a period of sixty (60) days thereafter or such longer period of time as Purchaser may approve, Seller agrees to take such action as is reasonably required in order to remove or discharge liens such lien or encumbrances of a definite or ascertainable amountencumbrance and, if required, to adjourn the Closing Date for the period required for such purpose. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall Seller will be deemed to have elected option satisfied the foregoing requirement with respect to any Involuntary Monetary and Mechanics' Liens, provided that on the Closing Date the Title Insurer will issue or bind itself to issue the Title Commitment without additional premium (unless Seller shall pay such premium) which will (i) aboveinsure Purchaser against collection of such Involuntary Monetary and Mechanics' Liens or enforcement thereof against the Property and (ii) agree to issue a title commitment to any subsequent mortgagee or purchaser of the Property from Purchaser, which commitment will insure such mortgagee or purchaser against collection of such Involuntary Monetary and Mechanics' Liens out of the Property or enforcement thereof against the Property without any additional premium. (b) In addition, Seller will, without limitation as to the amount thereof and at its sole cost and expense, cause to be removed at or prior to the Closing (i) all mortgages, assignments of leases and rents, financing statements and deeds of trust whether created prior to or after the date hereof, (ii) judgments or tax liens (other than real estate tax liens which are addressed in Section 6.4. 1.) against the Property resulting from Seller's failure to pay any obligation of Seller or (iii) voluntary liens or encumbrances (including mechanics' liens filed against landlord for work

Title Defects. If 4.2.1 Buyer's Objections to Title; Seller's Obligations and Rights. (a) Prior to the end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the UCC Searches Survey, and any supplemental title reports or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform updates to the requirements of this AgreementTitle Commitment (whether or not such matters constitute Permitted Exceptions). In addition, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributorthe Due Diligence Period, Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions and which materially adversely affect Buyer's fifteen title to the Real Property that may appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period so long as such objection is made by Buyer within five (155) day cure period described abovebusiness days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any other Title Objections. To the extent that the same do not constitute Required Exceptions, Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer's notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. If Seller elects not to Remove one or more Title Objections, then, within five (5) business days after Seller's election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneyAgreement, in which event this Agreementthe Deposit shall be paid to Buyer and, without further action of thereafter, the partes, shall become null and void and neither party parties shall have any no further rights or obligations under hereunder except for obligations which expressly survive the termination of this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect waive such Title Objections and proceed to accept title Closing. Failure of Buyer to the Properties as it then is with the right respond in writing within such period shall be deemed an election by Buyer to deduct from the Purchase Price a sum equal waive such Title Objections and proceed to the amount required to discharge liens Closing. Any such Title Objection so waived (or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If Seller is unable to Remove any Required Exceptions or other Title Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have elected option no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ib) abovewaive such Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of the Removal of any Required Exceptions or other Title Objections.

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions which are not acceptable to Acquiror or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from fro Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") (ii) terminate this Agreement with respect to the affected Property or Additional Property only upon written notice to Contributor, and immediately receive from Escrowee the portion of the ▇▇▇▇▇▇▇ Money allocable to such Property or Additional Property, in which event this Agreement, without further action of the parties, shall become null and void as to such Property or Additional Property (but shall remain in full force and effect with respect to the other Properties and Additional Property, as the case may be) and neither party shall have any further rights or obligations under this Agreement with respect to such Property or Additional Property, except with respect to the Surviving Indemnities, or (iiiii) elect to accept title to the Properties Land and Improvements as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge and waive any unpermitted exceptions that do not constitute liens or encumbrances that can be discharged by payment of a definite or ascertainable amount; provided, however, that termination with respect to more than one Property or termination with respect to Logo 7 Court shall result in a termination of this Agreement pursuant to option (i) above. If Acquiror fails to make either any such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) above.

Title Defects. If the Title Commitment, the UCC Lien Searches or any Survey (the Survey, or any revision or update of the Title Commitment, the Lien Searches or the Survey, at any of them) time discloses exceptions to title or any Defects other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this AgreementExceptions, Acquiror Purchaser shall so notify Contributor and Contributor Seller in writing (a "DISAPPROVAL NOTICE") on or before the end of the Inspection Period. Unless Purchaser sends such a Disapproval Notice within such time period, Purchaser shall have fifteen (15) days after the date of Contributor's receipt of such notice be deemed to have each approved the Title Commitment, Lien Searches, and Survey. With respect to any Defects noted in a Disapproval Notice, Seller shall (a) cause any such unpermitted exception Defects which are monetary liens of a fixed or ascertainable amount that may be removed by the payment of money, including, without limitation, judgment and mechanics' liens, to title removed either be: (i) bonded and insured over, or to correct each such other matter, in each case (ii)removed at or prior to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaidClosing, Acquiror may, at its option, which option must be selected by Acquiror and (b) notify Purchaser in writing within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action receipt of the partes, shall become null and void and neither party shall have Disapproval Notice whether Seller will cause all or any further rights of such other Defects to be removed or obligations under this Agreement, except with respect cured at or prior to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such electionClosing, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Seller shall be deemed to have elected option to remove or cure all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove or cure all Defects, Purchaser may elect, in its sole discretion, (i) abovesubject to satisfaction of the other conditions to Closing, to close the purchase of the Property, taking a deduction from the Purchase Price in the amount necessary to cure the monetary liens of a fixed or ascertainable amount that may be removed by the payment of money which Seller has not bonded and insured over, and to take title subject to the other Defects noted in the Disapproval Notice that Seller elects not to remove or cure, or (ii) to terminate this Agreement, in which event the Earn▇▇▇ ▇▇▇ey and all interest accrued thereon shall be immediately returned to Purchaser. If Seller elects to cure or remove any Defect, then Seller thereafter shall be obligated to do so as long as this Agreement is in effect. Seller shall have thirty (30) days to remove or cure any Defect that it has elected to remove or cure (or deemed to have elected to remove or cure). The Closing Date shall be extended as necessary to permit the parties to exercise their respective rights and obligations pursuant to this Section 3.2.

Title Defects. If the Title Commitment, the UCC Searches or any the Survey (or any revision or update of any of them) with respect to any Individual Property discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror Purchaser shall so notify Contributor and Contributor shall have the Sellers within fifteen (15) business days after the date of ContributorPurchaser's receipt of such notice all of the Title Commitments (including copies of all of the documents referenced in said Title Commitments), UCC Searches and Survey for each Individual Property and the Sellers shall have five (5) business days to agree to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of AcquirorPurchaser, on or before the Closing Date. If the Sellers do not agree to remove or correct any such exception or other matter within the time specified Contributor fails or the applicable Sellers fail to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror Purchaser may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor the Sellers and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partesparties, shall become null and void and neither no party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties Individual Property as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) above. The rights and remedies of Purchaser set forth in this Section 4(C) shall be the exclusive rights and remedies available to Purchaser with respect to unpermitted exceptions to title.

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror Purchaser shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, Seller in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within writing ten (10) days after prior to the expiration date set for closing of Contributor's fifteen (15) day cure period described above, either (i) terminate title of the existence of encumbrances and defects in title not excepted in this Agreement such that Seller is unable to convey good and marketable title, and Seller shall have a further period of thirty (30) days within which, at Seller's expense, to remove said encumbrances and/or to cure the defects and the Closing date shall be extended accordingly. If, at the end of said period, Seller is still unable to convey good and marketable title to the Premises free and clear of all encumbrances, liens or exceptions to title except as aforesaid, then Purchaser: (a) May elect to accept such title as Seller can convey, upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event payment of the aforesaid purchase price; or (b) May rescind this Agreement. If Purchaser shall elect to rescind, all sums paid under section 4.2 of this Agreement shall be paid to Purchaser without further action interest thereon. Upon receipt of the partessuch payments by Purchaser, this Agreement shall terminate and become null and void and neither party the parties hereto shall have any be released and discharged of all further rights or claims and obligations each to the other under this Agreement with the exception of obligations which survive termination of this Agreement, except with respect including but not limited to indemnification obligations. Nothing herein shall be construed as releasing either party from indemnification obligations which survive termination of this Agreement. It is understood and agreed that the indemnities contained title herein required to be furnished by Sellers shall be marketable and the marketability thereof shall be determined in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is accordance with the right to deduct from Standards of the Purchase Price a sum equal to Title of the amount required to discharge liens Connecticut Bar Association in force at the time any title issue is raised. It is also agreed that any and all defects in or encumbrances against the title, which come within the scope of said Title standards, shall not constitute a definite valid objection on the part of the Purchaser if such standards do not so provide; provided, Seller furnishes any affidavits or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall instruments which may be deemed to have elected option (i) aboverequired by the applicable standards.

Title Defects. If on the Title Commitment, Closing Date Equitable shall be unable to cause title to the UCC Searches or any Survey (or any revision or update Malls to be in accordance with the terms of this Agreement as a result of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matterthat is not a Permitted Exception, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) Purchaser may terminate this Agreement upon written by notice to Contributor and immediately receive from Escrowee Equitable delivered on or prior to the ▇▇▇▇▇▇▇ MoneyClosing Date, as the same may have been extended, in which event this AgreementAgreement shall be terminated and of no further force or effect, without further action the Deposit or Letter(s) of the partesCredit shall be returned to Purchaser, shall become null and void and neither party shall have any further rights obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination. Equitable shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Mall any defect, encumbrance or objection to title; provided, however, that Equitable shall be responsible for discharging any liens or encumbrances which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money not in excess of the sum of $5,000,000 in the aggregate which arise solely on account of obligations undertaken or actions performed by Equitable. Equitable may use any part of the Purchase Price to discharge the same, provided that Equitable shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for Equitable's failure to discharge such liens or encumbrances as aforesaid up to an aggregate amount of $5,000,000, Equitable shall not be deemed in default of this Agreement, except with respect and Purchaser shall not be entitled to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") damages of any kind, if Equitable shall fail or (ii) elect be unable to accept cause title to the Properties as it then is with Mall to be in the right condition called for by this Agreement, nor shall Purchaser in such 49 circumstances be entitled to deduct from the Purchase Price a sum equal to the amount required specific performance of this Agreement. In no event shall Equitable be obligated to discharge liens any mechanic's or encumbrances of similar lien created by a definite Tenant in occupancy at the Closing whose Lease is in full force and effect and in good standing (as described in subsection 4.1.7) or ascertainable amountan Adjoining Owner, but Equitable shall use reasonable efforts to cause such Tenant or Adjoining Owner to do so. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) above.14.2

Title Defects. If Buyer shall notify Seller of any Encumbrances or Survey matters Buyer reasonably finds objectionable within 30 days after receipt of the Commitment or within 30 days after receipt of the Survey as the case may be, and Seller shall have until Closing to use its reasonable efforts to remove such Encumbrances or cure such Survey matters as are susceptible of being removed or cured (whether by removal of the defect or insuring against the same in the Title CommitmentPolicy) and Seller shall not, the UCC Searches however, be required to institute any court action to attempt to remove such objection or objections, nor shall Seller be required to expend any Survey monies in excess of One Thousand Dollars ($1,000.00) to attempt to remove such objection or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which objections. If Seller does not conform to the requirements of this Agreementso remove such Encumbrances or cure such Survey matters, Acquiror shall so notify Contributor and Contributor then Buyer shall have fifteen (15) days after the date option of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate waiving its objection(s) and completing this Agreement upon written notice transaction and accepting such title as Seller is able to Contributor and immediately receive from Escrowee convey, without reduction of the ▇▇▇▇▇▇▇ MoneyPurchase Price (unless such Encumbrances are liens or encumbrances for ascertainable amounts, in which event the amounts thereof shall be deducted from the Purchase Price), or (ii) terminating this AgreementContract, without further action of the partes, shall become null and void and in which event neither party shall have any further rights or obligations under this Agreement, except with respect obligation to the indemnities contained in Sections 12 other hereunder. Any Encumbrance not objected to by Buyer, or initially objected to but later accepted by Buyer, along with easements, reservations and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances restrictions of a definite or ascertainable amount. If Acquiror fails to make either such electionrecord, taxes, and elects assessments, general and special, not then due and payable, zoning laws, rights of the public in and to pursue its other rights any parts of the Land in streets, roads and remedies as aforesaid, Acquiror alleys shall be deemed to have elected option (i) abovea “Permitted Exception.”

Title Defects. If The Partnership shall have the right to review ------------- the Title CommitmentCommitments, the UCC Searches or any Survey Surveys (or any revision or update of any of them) discloses exceptions and to title other than Permitted Exceptions or require the Seller to remove, correct, and cure any other defects in the title or survey matter which does not conform other such matters relating to the requirements title that the Partnership determines, in its sole discretion, are unacceptable. The Partnership shall notify the Sellers of this Agreementthose matters listed on Schedule 3.1 that are acceptable, Acquiror ------------ which shall so be referred to as the "Scheduled Exceptions." The Partnership shall notify Contributor and Contributor shall have fifteen the Sellers within ten (1510) business days after the date Partnership receives the last of Contributor's receipt the Title Commitments, UCC Searches or Surveys, as the case may be, of any such notice defects or matters that the Partnership finds to have each be unacceptable, and, prior to the Closing Date, such unpermitted Sellers shall, (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to title removed remove, correct and cure such defects or to correct each such other mattermatters, and (ii) as to any such defect or other matter of a monetary nature, cause such lien or encumbrance or other matter to be discharged and released, in each case to the reasonable satisfaction of Acquirorthe Partnership, except that such Seller shall not be required to expend more than $100,000 with respect thereto. If within the time specified Contributor such Seller fails to have each remove, correct and cure such unpermitted exception removed defects or to correct each such other matter as aforesaidmatters, Acquiror the Partnership may, at its optionoption and as its exclusive remedy, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (ix) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneyAgreement, in which event this Agreement, without further action of the partesparties, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except (y) terminate this Agreement with respect to such Property and reduce the indemnities contained in Sections 12 Aggregate Purchase Price by the Purchase Price for such Property with respect to which the Seller fails to correct and 15B (the "Surviving Indemnities") cure such defects or other such matters, or (iiz) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the Properties as it then is with payment of a monetary sum and reduce the right to deduct from the Aggregate Purchase Price a sum equal to by the lesser of (a) the amount required necessary to discharge liens correct or cure such monetary liens, encumbrances of a definite or ascertainable amountother matters or (b) $100,000. If Acquiror the Partnership fails to make either any such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror the Partnership shall be deemed to have elected the option contained in clause (i) abovey).

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which does not conform Seller shall cause to the requirements of this Agreementbe removed at Closing, Acquiror Purchaser shall so notify Contributor Seller within ten (10) days following Purchaser’s receipt of the latest to be received of the Title Commitment and Contributor the Survey (the “Title Objection Date”), and Seller shall have fifteen twenty (1520) days after from the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor such 20-day period, Seller fails to have each such unpermitted exception removed removed, insured over or to correct each such other matter corrected as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror Purchaser may elect within ten five (105) business days after the expiration of Contributor's fifteen such twenty (1520) day cure period described aboveperiod, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event whereupon this Agreement, without further action of the partes, Agreement shall become be null and void and neither party shall have of no further force or effect (except for any further rights or obligations under that expressly survive the termination of this AgreementAgreement and/or the Closing), except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is Property subject to such objectionable exception (with the right to deduct from no reduction in the Purchase Price a sum equal Price) whereupon such exception(s) which had been objected to the amount required to discharge liens or encumbrances of a definite or ascertainable amountshall be deemed approved and shall constitute Permitted Exceptions. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) aboveii). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions.

Title Defects. If 3.1.1 Prior to the Title Objections Deadline, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the UCC Searches Survey, and any updates thereto (whether or not such matters constitute Permitted Exceptions). In addition, after expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any Survey (or any revision or update of any of them) discloses exceptions to title other than matters which are not Permitted Exceptions or any other and which materially adversely affect Buyer’s title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen Real Property (15as reasonably determined by Buyer in good faith) days after the date of Contributor's receipt of if (i) such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case matters first appear on any update to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed Title Commitment or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days Survey issued after the expiration of Contributor's fifteen the Due Diligence Period, and (15ii) day cure such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey is received by Buyer (but, in any event, prior to the Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. 3.1.2 With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period described aboveshall be deemed an election by Seller not to Remove Buyer’s title objections. If Seller elects or is deemed to have elected not to Remove one or more of Buyer’s title objections, then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the Scheduled Closing Date), Buyer may elect in writing to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneyAgreement, in which event this Agreementthe Deposit shall be paid to Buyer and, without further action of thereafter, the partes, shall become null and void and neither party parties shall have any no further rights or obligations under hereunder except for obligations which expressly survive the termination of this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) waive such title objections and proceed to Closing without any reduction of or credit against the Purchase Price. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such title objections and proceed to Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exception. LEGAL02/38855357v6 7 3.1.3 If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions prior to the Closing (as extended as provided in Section 3.1.4, Buyer may at Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. 3.1.4 Seller shall be entitled to one or more extensions of the Properties as it then is with Scheduled Closing Date (not to exceed thirty (30) days in the aggregate) to allow additional time for Seller to Remove any exceptions to title. Seller shall have the right to deduct from replace the Purchase Price a sum equal Title Company with another nationally recognized title insurance company reasonably satisfactory to Buyer if the amount Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) aboveRemove.

Title Defects. If the Title Commitment, the UCC Searches or any the Survey (or any revision or update of any of them) with respect to any Individual Property discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror Purchaser shall so notify Contributor and Contributor shall have the Sellers within fifteen (15) business days after the date of ContributorPurchaser's receipt of such notice all of the Title Commitments (including copies of all of the documents referenced in said Title Commitments), UCC Searches and Survey for each Individual Property and the Sellers shall have five (5) business days to agree to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of AcquirorPurchaser, on or before the Closing Date. If the Sellers do not agree to remove or correct any such exception or other matter within the time specified Contributor fails or the applicable Sellers fail to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror Purchaser may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor the Sellers and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partesparties, shall become null and void and neither no party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties Individual Property as it then is with the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) above. The rights and remedies of Purchaser set forth in this Section 4(C) shall be the exclusive rights and remedies available to Purchaser with respect to unpermitted exceptions to title. 5.

Title Defects. If the Title Commitment or Survey discloses with respect to the Premises, exceptions to title or other matters unacceptable to Purchaser in its sole discretion (the “Unacceptable Title Matters”), Purchaser shall notify Seller of any Unacceptable Title Matter related to the Premises on or before the date which is twenty (20) business days after the Purchaser receives the Title Commitment (such twenty (20) business day period from the delivery to Purchaser of the Title Commitment, hereinafter referred to as the UCC Searches or any Survey “Title Review Period” for the Premises, provided such notice shall be delivered to Seller, if at all, no later than five (or any revision or update of any of them5) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform business days prior to the requirements end of this Agreementthe Due Diligence Period (as hereinafter defined)), Acquiror shall so notify Contributor and Contributor Seller shall have fifteen ten (1510) business days after from the date of Contributor's receipt of such notice (a) to have each such unpermitted exception Unacceptable Title Matter removed (without any obligation to title removed do so, except Seller will be obligated to remove at Closing any monetary liens encumbering the Premises), or (b) to attempt to have the Title Insurer commit to insure over such Unacceptable Title Matter, in a manner reasonably acceptable to Purchaser (provided if the Title Insurer fails to insure over such Unacceptable Title Matter, Purchaser may terminate this Agreement, and as its sole remedy receive a refund of the ▇▇▇▇▇▇▇ Money), or (c) to correct each such other matter, in each case to the reasonable satisfaction of AcquirorPurchaser. If within the time specified Contributor specified, Seller fails to have each such unpermitted exception removed Unacceptable Title Matter removed, insured over or to correct each such other matter corrected as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, Purchaser may elect to either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee a refund of the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is with the right to deduct from the Purchase Price a sum equal Premises subject to the amount required to discharge liens or encumbrances of a definite or ascertainable amountUnacceptable Title Matter. If Acquiror Purchaser fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (iii) above.

Title Defects. If After the Title CommitmentDue Diligence Date, the UCC Searches or any Survey (or if any revision or update of any of themTitle Commitment or Survey, including the new preliminary title reports, Title Commitments and Surveys obtained pursuant to Section 4(C) above, discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this AgreementExceptions, Acquiror Purchaser shall so notify Contributor Seller on or before the fifth (5th) business day after receipt of same, or at Closing, if less than five (5) business days remain from receipt of same and Contributor Closing (the "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall have fifteen until Closing (15and may adjourn the Closing for such reasonable periods, not to exceed sixty (60) days after in the date of Contributor's receipt of such notice aggregate) to have each such unpermitted exception that is not a Permitted Exception to title removed or to correct each such other matter, corrected in each case to the reasonable satisfaction of AcquirorPurchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the aggregate for all Properties (such cap amounts collectively, the "Title and Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or a Joint Venture, as applicable, shall be obligated to remove any and all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of the applicable Title Commitment in violation of this Agreement and shall remove any other exceptions that are not Permitted Exceptions that: (I) are for liquidated amounts, (II) can be removed by the mere payment of money, and (III) would cost not more than the Title and Violations Cure Cap to remove). Any exception to title which Purchaser does not raise on or before the Objection Cut Off Date shall be deemed a Permitted Exception. If within the time specified Contributor Seller or a Joint Venture, as applicable, fails to have each such unpermitted exception that is not a Permitted Exception removed or corrected at or prior to correct each such other matter Closing (as aforesaidadjourned), Acquiror may, Purchaser may at its option, which sole and exclusive option must be selected by Acquiror within ten at Closing (10) days after the expiration of Contributor's fifteen (15) day cure period described aboveas adjourned), either (ia) terminate this Agreement upon by written notice to Contributor Seller and immediately receive from Escrowee the ▇▇▇▇▇▇▇ MoneyJoint Ventures, in which event whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or effect except those rights and obligations hereunder that expressly survive the termination of this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (iib) elect to accept title to the Properties Property as it then is with the right to deduct from without any reduction in, abatement of, or credit against the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror and such exceptions shall be deemed Permitted Exceptions; if Purchaser fails to make either such electionelection at Closing, and elects not to pursue its other rights and remedies as aforesaid, Acquiror Purchaser shall be deemed to have elected option (i) aboveb).

Title Defects. If Title defects (a “Defect”) shall refer to those defects or irregularities that (a) would cause Buyer to receive less than the Title Commitment, net revenue interest set forth on Exhibit A-1; or (b) create a lien or encumbrance on any portion of the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title Properties; other than Permitted Exceptions Encumbrances (as hereinafter defined). Title defects shall not mean defects or any other title or survey matter which does not conform to irregularities in the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matter, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate this Agreement upon written notice to Contributor and immediately receive from Escrowee the ▇▇▇▇▇▇▇ Money, in which event this Agreement, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") or (ii) elect to accept title to the Properties as it then is that do not interfere with the right to deduct from operation, value or use of the Purchase Price a sum equal Properties (or portion thereof) affected thereby and that would not be considered material in accordance with the industry standards, including but not limited to the amount following “Permitted Encumbrances”: (1) lessors’ royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens if the net cumulative effect of such burdens does not operate to reduce the net revenue interest (“NRI’) for the formation upon which an Allocated Value has been established as set forth in Exhibit A-1; (2) any preferential rights to purchase and required third party consents to discharge assignments of contracts or property and similar agreements; (3) liens for taxes or assessments not yet due and delinquent or, if delinquent, that are being contested in good faith in the normal course of business; (4) rights of reassignment upon the surrender or expiration of any lease or other agreement affecting the Properties; (5) easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the Properties or any restriction on access thereto that do not materially interfere with the operation of the affected asset as has been conducted in the past; (6) such title defects which have been cured prior to Closing or Buyer has waived; (7) materialmen’s, mechanics’, repairmen’s, employees’, contractors’, operators’ or other similar liens or encumbrances charges arising in the ordinary course of a definite business incidental to construction, maintenance or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option operation of the Properties (i) aboveif such liens and charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action; (8) rights reserved to or vested in any federal, state, local, tribal or foreign governmental body, authority or agency to control or regulate any of the Properties in any manner; and all applicable laws, rules, regulations and orders of general applicability in the area of the Properties; (9) liens arising under operating agreements, unitization and pooling agreements and production sales contracts securing amounts not yet delinquent or, if delinquent, being contested in good faith in the ordinary course of business; (10) all calls on or preferential rights to purchase production at a price (adjusted for quality, transportation and location) no less than average area spot prices with respect to oil and gas; (11) the litigation and claims listed on Schedule 4.2; (12) liens which will be released at or before Closing; (13) all documents and matters of record as of the Effective Time, unless the document or matter has properly been identified as a title defect in a title defect notice pursuant to Section 2.3; and (14) As to any undeveloped Properties, routine title curative matters expected to be encountered in a non-producing property in the area and that are customarily cured in the normal course of development of non-producing properties without material expense and not reasonably anticipated to cause a material impairment of Buyer’s ability to develop the interest in question.

Title Defects. If Notwithstanding anything contained herein to the Title Commitmentcontrary, "Permitted Exceptions" shall not include (i) any objectionable title matter which Seller has elected to remedy, (ii) mortgages, deeds of trust, judgments and other monetary liens or encumbrances creating liens on the UCC Searches Property (all of which Seller shall satisfy and release of record at or prior to Closing), (ii) any unrecorded easements or encumbrances affecting all or any Survey portion of the Property not expressly disclosed in writing to Purchaser, not visible on the Property or not otherwise noted on any ofthe Deliveries, and (or iii) any revision or update matters of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does record placed against the Property not conform to the requirements of otherwise contemplated by this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days First Amendment without Purchaser's prior written consent after the date of Contributor's receipt of such notice to have each such unpermitted exception to this First Amendment (hereinafter the "Title Defects"). In the event Purchaser shall ascertain on or before Closing that title removed or to correct each such other matter, in each case to the Property is subject to Title Defects then, and in such event, Seller, at Seller's expense, shall take all such action as may be required to remove all such Title Defects. If, notwithstanding the reasonable satisfaction efforts of Acquiror. If within the time specified Contributor fails Seller, Seller shall be unable to have each such unpermitted exception removed remedy all Title Defects upon or before Closing (which Closing may be extended, at Purchaser's sole option, for up to correct each such other matter as aforesaidninety (90) days to permit remedying of Title Defects), Acquiror Purchaser may, at its sole option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) terminate declare this Agreement upon written notice to Contributor First Amendment terminated, obtain the refund and immediately receive from Escrowee return of the ▇▇▇▇▇▇▇ MoneyDeposit and all Extension Fees paid and hold Seller liable for any costs, expenses, losses or damages (including attorneys' fees) incurred by Purchaser arising out of Title Defects resulting from, or caused by, any action, inaction or omission of Seller not exceeding, in which event this Agreementthe aggregate, without further action of the partes, shall become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Sections 12 and 15B Fifty Thousand Dollars (the "Surviving Indemnities"$50,000.00) or (ii) elect to accept title to the Properties as it then is waive such Title Defects and proceed with the right to deduct from Closing without any reduction in the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such election, and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (i) abovePrice.

Title Defects. If on the Title Commitment, Closing Date Equitable shall be unable to cause title to the UCC Searches or any Survey (or any revision or update Malls to be in accordance with the terms of this Agreement as a result of any of them) discloses exceptions to title other than Permitted Exceptions or any other title or survey matter which does not conform to the requirements of this Agreement, Acquiror shall so notify Contributor and Contributor shall have fifteen (15) days after the date of Contributor's receipt of such notice to have each such unpermitted exception to title removed or to correct each such other matterthat is not a Permitted Exception, in each case to the reasonable satisfaction of Acquiror. If within the time specified Contributor fails to have each such unpermitted exception removed or to correct each such other matter as aforesaid, Acquiror may, at its option, which option must be selected by Acquiror within ten (10) days after the expiration of Contributor's fifteen (15) day cure period described above, either (i) Purchaser may terminate this Agreement upon written by notice to Contributor and immediately receive from Escrowee Equitable delivered on or prior to the ▇▇▇▇▇▇▇ MoneyClosing Date, as the same may have been extended, in which event this AgreementAgreement shall be terminated and of no further force or effect, without further action the Deposit or Letter(s) of the partesCredit shall be returned to Purchaser, shall become null and void and neither party shall have any further rights obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination. Equitable shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Mall any defect, encumbrance or objection to title; provided, however, that Equitable shall be responsible for discharging any liens or encumbrances which do not constitute Permitted Encumbrances, which can be discharged solely by the payment of a sum of money not in excess of the sum of $5,000,000 in the aggregate which arise solely on account of obligations undertaken or actions performed by Equitable. Equitable may use any part of the Purchase Price to discharge the same, provided that Equitable shall deliver to Purchaser at the Closing instruments in recordable form sufficient to discharge such liens and encumbrances of record. Except for Equitable's failure to discharge such liens or encumbrances as aforesaid up to an aggregate amount of $5,000,000, Equitable shall not be deemed in default of this Agreement, except with respect and Purchaser shall not be entitled to the indemnities contained in Sections 12 and 15B (the "Surviving Indemnities") damages of any kind, if Equitable shall fail or (ii) elect be unable to accept cause title to the Properties as it then is with Mall to be in the right to deduct from the Purchase Price a sum equal to the amount required to discharge liens or encumbrances of a definite or ascertainable amount. If Acquiror fails to make either such electioncondition called for by this Agreement, and elects not to pursue its other rights and remedies as aforesaid, Acquiror nor shall be deemed to have elected option (i) above.Purchaser in