Common use of Title Exceptions Clause in Contracts

Title Exceptions. (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Properties.

Title Exceptions. Buyer acknowledges that Seller has delivered a Title Report from the Title Insurer for each of the Properties together with a survey of each of the Properties to Buyer. Buyer shall have until the last day of the Due Diligence Period to object to any exception to title appearing in the Title Report or survey which materially impairs marketability of title by delivering written notice to the Seller (i) Within ten (10) Business Days after for each Property an "Objection" and collectively "Objections"). If Buyer fails to object as prescribed in this section then the date upon which Purchaser has received any draft Title Commitment or Survey (Buyer acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to proceed with the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any Closing and take title matters (to the Properties subject to such exceptions to title without a reduction of the last sentence of this Section 8.8(e)(i)Purchase Price. (a) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect Upon receipt of such Owned Real PropertyObjection, which draft update is first received by Purchaser’s counsel ten Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. If such exceptions to title in Seller's sole and exclusive judgment can be cured or corrected and if Seller notifies Buyer not later than 5:00 p.m. (10New York time) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of all Objections to the Property(ies) to seek to cure or correct same, then (x) Seller shall have the right to adjourn the Closing for such update Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such date exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Initial Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (y) Seller shall give Buyer written notice upon the correction of an Objection for each Property and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (z) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date are sometimes referred for such Property(ies) in order to herein as the “Objection Date”)cure or correct same. If Purchaser Seller, having elected to attempt to cure such exceptions to title, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and Seller shall have no further obligation to sell the Properties subject to such uncured exceptions to title unless Buyer forthwith elects to purchase such Properties subject to the unrectified matters with no reduction in the Purchase Price. If Seller fails to give an objection notice pursuant notify Buyer of its election to this Section 8.8(e) with respect seek to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect cure such exceptions to such Owned Real Property on or before the applicable Objection Datetitle, Purchaser Seller shall be deemed to have irrevocably waived its right elected NOT to object seek to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptionscure same. (iib) No If Seller elects not to cure all the Objections to title on any Property encumbered by same, Buyer may, at its election, (x) proceed with the Closing and take title to all of the Properties subject to such exceptions to title without a reduction of the Purchase Price, or (y) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned to Buyer and thereafter neither party shall have any obligation to the other under this Agreement, provided, however, that Buyer shall provide such written notice of termination to Seller no later than five the close of business ten (510) Business Days prior days after receipt of Seller's notice electing not to cure title exceptions (the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material "Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insuranceNotice Day"). Notwithstanding anything contained herein If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the contraryTitle Notice Day, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers Buyer shall be obligated to cure mortgages purchase all the Properties as provided herein, subject to the Permitted Exceptions as well as the title exceptions that Seller elected not to cure. To be effective, each notice delivered by Buyer to Seller hereunder must be sent by facsimile transmission to the FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with the requirements of Section 17. Any dispute as to whether or not a notice regarding removal of a Property from the Agreement has been given in a timely manner shall be resolved by reference to the date and monetary liens in respect time stamped on the first page of the Owned Real Propertiesfacsimile copy of such notice by the facsimile unit receiving same.

Title Exceptions. (a) Buyer acknowledges that prior to the date hereof, Transferors have provided to Buyer access to copies of the Title Policies, as well as copies of the exception documents referred to in the Title Policies and copies of the Surveys of the Properties, to the extent such exceptions are in Transferors' immediate possession. Buyer also acknowledges that Transferors have requested Title Company to deliver to Buyer updated title reports to the Title Policies, as well as copies of any exception documents relating to exceptions that are reflected in such updates that have not otherwise been provided to Buyer prior to the date hereof; provided that Transferors shall have no liability hereunder if Buyer is unable to obtain copies of any such documents and Buyer shall have no rights hereunder with respect thereto. Buyer may continue to secure during the Confirmation Period any additional title or survey updates desired by Buyer (and will use reasonable efforts to provide the copies of such updates to Transferors promptly after receipt of same by Buyer). As used herein, the term "Additional Exceptions" shall mean (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters exceptions or survey exceptions or qualifications identified by Title Company that are not within the definition of Permitted Exceptions, (subject ii) the items listed on Exhibit G-2 to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) extent they materially impair and adversely affect the use use, occupancy or value of any Owned Real a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) exceptions on such Property or other than any pipeline pump stations)Properties which are substantially similar in all material respects, (iii) matters shown on surveys described in the Exhibit G Title Policies (as defined in Exhibit G) or, if such surveys cannot be located or otherwise obtained, on new surveys obtained by Buyer, for the Properties identified on Exhibit G-2 which were not shown on the surveys for such Properties delivered or made available to Buyer, if applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect which materially and adversely affect the use, occupancy or value of such Owned Real a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) such matters on such Property or other Properties which draft update is first received by Purchaser’s counsel ten are substantially similar in all material respects, and (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(eiv) with respect to any matter shown in any draft Property as to which the Title Commitment or Survey Company will not agree at least ten (or any draft update thereto10) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days business days prior to the Closing Dateend of the Confirmation Period to issue a survey endorsement referring to the same survey as is referenced in Transferors' most recent Exhibit G Title Policy (for such Property), Sellers shall be deemed any variance established by Buyer from the legal descriptions insured in Transferors' most recent Exhibit G Title Policies to have removed, satisfied the surveys described in such Title Policies (other than variances relating to the Palm Aire Additional Parcel (as such term is defined in Exhibit A) as previously disclosed to Buyer or cured a Material Title Exception ifotherwise actually known to Buyer as of the date hereof). Buyer, in Sellers’ sole and absolute discretionany event, Sellers either: shall endeavor in good faith (Abut at no out-of-pocket cost to Buyer) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material the Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Properties.Company to

Title Exceptions. If the Title Company issues any additional supplements before Closing that add exceptions to the Preliminary Title Report, Buyer shall have five (5) business days after delivery to Buyer of each supplement with copies of all documents referred to in the supplements to approve or in good faith disapprove these supplements by written notice to Seller and Escrow Holder. If Buyer fails to so approve or in good faith disapprove such items within this five (5) business day period, it shall be conclusively presumed that Buyer has approved and accepted these supplements. If there are any title exceptions not approved by the Buyer as provided above, Seller shall have the right until the Close of Escrow to have the exceptions removed or corrected by the Title Company or to extend the Closing for a period not to exceed fifteen (15) days until such exceptions have been removed or corrected for approval by Buyer. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, Buyer may elect to either (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment waive such exceptions or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment disapprovals; or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No terminate this Agreement upon written notice of the termination of this Agreement to Seller and Escrow Holder no later than five (5) Business Days prior days after written notice from Seller that the exceptions will not be removed. Buyer's failure to so terminate within the Closing Date, Sellers five (5) business day period constitutes a waiver of Buyer's termination rights and for this reason such title exceptions shall be deemed approved. If the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to have removed, satisfied or cured a Material Title Exception if, Buyer the Purchase Price Deposit plus accrued interest and the Escrow shall terminate. Upon such termination Seller shall pay the Escrow costs if Buyer in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action good faith disapproves of any kind or nature to render condition of title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Propertiesnot corrected by Seller.

Title Exceptions. (a) Buyer acknowledges that prior to the date hereof, Transferors have provided to Buyer access to copies of the Title Policies, as well as copies of the exception documents referred to in the Title Policies and copies of the Surveys of the Properties, to the extent such exceptions are in Transferors' immediate possession. Buyer also acknowledges that Transferors have requested Title Company to deliver to Buyer updated title reports to the Title Policies, as well as copies of any exception documents relating to exceptions that are reflected in such updates that have not otherwise been provided to Buyer prior to the date hereof; provided that Transferors shall have no liability hereunder if Buyer is unable to obtain copies of any such documents and Buyer shall have no rights hereunder with respect thereto. Buyer may continue to secure during the Confirmation Period any additional title or survey updates desired by Buyer (and will use reasonable efforts to provide the copies of such updates to Transferors promptly after receipt of same by Buyer). As used herein, the term "Additional Exceptions" shall mean (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters exceptions or survey exceptions or qualifications identified by Title Company that are not within the definition of Permitted Exceptions, (subject ii) the items listed on Exhibit G-2 to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) extent they materially impair and adversely affect the use use, occupancy or value of any Owned Real a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) exceptions on such Property or other than any pipeline pump stations)Properties which are substantially similar in all material respects, (iii) matters shown on surveys described in the Exhibit G Title Policies (as defined in Exhibit G) or, if such surveys cannot be located or otherwise obtained, on new surveys obtained by Buyer, for the Properties identified on Exhibit G-2 which were not shown on the surveys for such Properties delivered or made available to Buyer, if applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect which materially and adversely affect the use, occupancy or value of such Owned Real a Property, provided that such items shall not be deemed to materially and adversely affect the use, occupancy and value of a Property to the extent Buyer has approved (or is deemed to have approved) such matters on such Property or other Properties which draft update is first received by Purchaser’s counsel ten are substantially similar in all material respects, and (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(eiv) with respect to any matter shown in any draft Property as to which the Title Commitment or Survey Company will not agree at least ten (or any draft update thereto10) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days business days prior to the Closing Dateend of the Confirmation Period to issue a survey endorsement referring to the same survey as is referenced in Transferors' most recent Exhibit G Title Policy (for such Property), Sellers shall be deemed any variance established by Buyer from the legal descriptions insured in Transferors' most recent Exhibit G Title Policies to have removed, satisfied or cured a Material the surveys described in such Title Exception ifPolicies (other than variances actually known to Buyer as of the date hereof). Buyer, in Sellers’ sole and absolute discretionany event, Sellers either: shall endeavor in good faith (Abut at no out-of-pocket cost to Buyer) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause the Title Company to delete or insure over any Material Title Additional Exceptions to be satisfied or cured; provided however, Sellers shall be obligated Buyer's reasonable satisfaction prior to cure mortgages and monetary liens Buyer's expression of such matters in respect of the Owned Real Properties.an

Title Exceptions. 5.3.1. At any time prior to the expiration of thirty (i30) Within ten (10) Business Days after days following Buyer’s receipt of the date upon which Purchaser has received any draft Preliminary Title Commitment or Survey (the “Initial Objection Date”)Report and Underlying Documents, Purchaser’s counsel Buyer shall notify Sellers’ counsel Seller and Escrow Holder in writing of any title matters (subject to exceptions identified in the last sentence of this Section 8.8(e)(i)) Preliminary Title Report which Buyer disapproves. Any exceptions shown on such draft the Preliminary Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) Report which are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute “Permitted Encumbrances Exceptions” hereunder. Buyer and Seller hereby agree that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (collectively referred to as “Material Title Disapproved Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect , Seller shall have a period of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or on or after otherwise provide assurances satisfactory to Buyer and the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of Title Company with respect to any such matter that Purchaser believes constitutes Material Title exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10) business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days after receipt thereafter, to either (i) waive its disapproval of such update (exceptions, in which case such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser exceptions shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not then be deemed to be Material Title Permitted Exceptions. , (ii) No later than five terminate this Agreement, or (5iii) Business Days prior agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.4.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Closing DateParty that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, Sellers cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein condition precedent to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure Close of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real PropertiesEscrow.

Title Exceptions. Buyer acknowledges that Seller has delivered a Title Report from the Title Insurer for each of the Properties together with a survey of each of the Properties to Buyer. Buyer shall have until the last day of the Due Diligence Period to object to any exception to title appearing in the Title Report or survey which materially impairs marketability of title by delivering written notice to the Seller (i) Within ten (10) Business Days after for each Property an "Objection" and collectively "Objections"). If Buyer fails to object as prescribed in this section then the date upon which Purchaser has received any draft Title Commitment or Survey (Buyer acknowledges and agrees that such exception shall be a Permitted Exception and Buyer shall be obligated to proceed with the “Initial Objection Date”)Closing and take title to the Properties, Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject to such exceptions to title without a reduction of the last sentence of this Section 8.8(e)(i)Purchase Price. (a) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect Upon receipt of such Owned Real PropertyObjection, which draft update is first received by Purchaser’s counsel ten Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. If such exceptions to title in Seller's sole and exclusive judgment can be cured or corrected and if Seller notifies Buyer not later than 5:00 p.m. (10New York time) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of all Objections to the Property(ies) to seek to cure or correct same, then (x) Seller shall have the right to adjourn the Closing for such update Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such date exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Initial Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (y) Seller shall give Buyer written notice upon the correction of an Objection for each Property and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (z) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date are sometimes referred for such Property(ies) in order to herein as the “Objection Date”)cure or correct same. If Purchaser Seller, having elected to attempt to cure such exceptions to title, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and Seller shall have no further obligation to sell the Properties subject to such uncured exceptions to title unless Buyer forthwith elects to purchase such Properties subject to the unrectified matters with no reduction in the Purchase Price. If Seller fails to give an objection notice pursuant notify Buyer of its election to this Section 8.8(e) with respect seek to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect cure such exceptions to such Owned Real Property on or before the applicable Objection Datetitle, Purchaser Seller shall be deemed to have irrevocably waived its right elected NOT to object seek to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptionscure same. (iib) No If Seller elects not to cure all Objections to title on any Property encumbered by same, Buyer may, at its election, (x) proceed with the Closing and take title to all of the Properties subject to such exceptions to title without a reduction of the Purchase Price, or (y) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned to Buyer and thereafter neither party shall have any obligation to the other under this Agreement, provided, however, that Buyer shall provide such written notice of termination to Seller no later than five the close of business ten (510) Business Days prior days after receipt of Seller's notice electing not to cure title exceptions (the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material "Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insuranceNotice Day"). Notwithstanding anything contained herein If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the contraryTitle Notice Day, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers Buyer shall be obligated to cure mortgages purchase all the Properties as provided herein, subject to the Permitted Exceptions as well as the title exceptions that Seller elected not to cure. To be effective, each notice delivered by Buyer to Seller hereunder must be sent by facsimile transmission to the FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with the requirements of Section 17. Any dispute as to whether or not a notice regarding removal of a Property from the Agreement has been given in a timely manner shall be resolved by reference to the date and monetary liens in respect time stamped on the first page of the Owned Real Propertiesfacsimile copy of such notice by the facsimile unit receiving same.

Title Exceptions. (i) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject Reference is made to the last sentence certificates of this Section 8.8(e)(i)title (collectively, the Title Reports") shown on such draft nos. 3100-00248 [9th Avenue], 3100-00249 [57th Street] and 3100-00250 [53rd Street], issued by the Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) Company with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned the Purchased Real Property on or before and the applicable Objection DateLeased Real Property located at 841 ▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇ch properties, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoingcollectively, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i"Studio Properties"), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days In the event that at any time prior to the Closing Date, Sellers the Buyer becomes aware of any Title Defects, other than those listed on the Title Reports, as a result of any updates thereof, the Buyer shall have fifteen (15) Business Days from the date it first became aware of such Title Defect to notify the Seller of the same (together with any documentation or other materials or information with respect thereto received by the Buyer). If the Buyer does not give notice to the Seller within such time period then the Buyer shall be deemed to have removed, satisfied or cured a Material waived such additional Title Exception if, in Sellers’ sole Defects (which shall then be deemed to be Permitted Encumbrances) and absolute discretion, Sellers either: shall accept title subject thereto. (Aiii) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwiseIf, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around of the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to Date, the contrary, Sellers Title Company shall not be required and are not obligated willing to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect insure title to the removal or cure of Material Title Exceptions or take any other action of any kind or nature Purchased Real Property and the Ninth Avenue Lease (unless Buyer elects prior to render title Closing not to any of the Owned Real Properties acquire such lease) free and clear of any recorded Title Defects other than the Permitted Encumbrances, Buyer shall have as its sole and exclusive remedy the option of either (a) terminating this Agreement (in which event Escrow Agent shall pay (i) the Deposit with accrued interest, if any, to Buyer (ii) the fee for the title or survey exceptionsexamination in connection with the Title Report, objections or encumbrancesto the Title Company, and Purchaser (iii) the reasonable cost of any survey obtained, to the surveyor), whereupon neither party shall have no right any further rights or obligations hereunder except those expressly stated to survive a termination of specific performance this Agreement, or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers (b) accepting such title as Seller shall be obligated able to cure mortgages and monetary liens in respect convey, without any reduction of the Owned Real PropertiesPurchase Price or any credit or allowance against the same. (iv) If the Seller requests, the Buyer shall on the Closing Date make separate wire transfers of funds (or shall cause the Title Company to make such transfers), aggregating not more than the portion of the Purchase Price payable under Section 2.2(b)(ii), to 29 35 facilitate the satisfaction by Seller of any Title Defects. The existence of any such Title Defects shall not be deemed "Title Defects" if paid from the Purchase Price.

Title Exceptions. (ia) On the date hereof, Seller will order from Northern Nevada Title Company (the “Title Company”), and cause the Title Company to deliver to Purchaser within ten (10) days of the date of this Agreement, a preliminary title report with respect to the Leased Land, together with copies of all exceptions to title appearing in such report (the “Exception Matters”). Seller shall also deliver to Purchaser within ten (10) days of the date of this Agreement a copy of the most recent survey in Seller’s possession, custody or control of the Leased Land. Within ten (10) days of receipt of the later of the Exception Matters and survey, Purchaser shall notify Seller of any title exceptions to which it objects (“Disapproved Exceptions”). Purchaser shall be deemed to have approved all title exceptions except for objections made within the above-mentioned ten (10) day period, and each shall constitute a “Permitted Exception.” Further, notwithstanding anything to the contrary contained herein, all of the following shall also constitute Permitted Exceptions (regardless of whether Purchaser disapproves of them): (i) real estate taxes and assessments, personal property taxes for the year 2005 and thereafter, water and/or meter charges, sewer taxes, charges or rents, in each case not yet due and payable; (ii) liens, encumbrances or other matters made, created or suffered by or on behalf of Purchaser, including, without limitation, liens arising as a result of any act or omission of Purchaser or Purchaser’s agents, contractors or representatives; (iii) zoning and other land use restrictions and ordinances; (iv) the existing lease with the Trust; (v) consents previously granted by any former owner of the Leased Land for the erection of any structure or structures on, under or above any street or streets on which the Leased Land may abut; (vi) liens for any unpaid real estate tax, water charge, sewer rent and assessment, provided Purchaser receives a credit for such sums in an amount sufficient to discharge such liens at the Closing in accordance with this Agreement; (vii) any liens or encumbrances as to which the Title Company will insure, or commit to insure, Purchaser against loss or forfeiture of title to, or collection from the Assets without additional cost to Purchaser, whether by payment, bonding, indemnity of Seller or Trust or otherwise; (viii) the revocable nature of the right, if any, to maintain street and sidewalk vaults and other vault spaces, coal chutes, excavations, canopies, marquees and signs; and (ix) any other leases, liens, encumbrances or other exceptions which are approved by Purchaser pursuant to Section 5.1(b) below. (b) Within five (5) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Seller receives Purchaser’s counsel written notice of any Disapproved Exception within the time period specified above, Seller shall notify Sellers’ counsel Purchaser in writing of any title matters Disapproved Exceptions which Seller is unable or unwilling to cause to be removed or insured against prior to or at the Closing (subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Unresolved Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection DateUnresolved Exception, Purchaser shall be deemed elect, by giving written notice to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than Seller within five (5) Business Days prior after receipt of Seller’s notice (i) to the Closing Dateterminate this Agreement (and upon such election to terminate, Sellers neither Party shall have any further obligations hereunder), or (ii) to waive Purchaser’s disapproval of such Unresolved Exception, in such latter event each such Unresolved Exception shall then be deemed to have removed, satisfied or cured be a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: Permitted Exception. Purchaser’s failure to terminate this Agreement within such five (A5) took Business Day period shall constitute Purchaser’s agreement to treat such actions Unresolved Exceptions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real PropertiesPermitted Exceptions.

Title Exceptions. Seller shall obtain a Title Report from the Title Insurer for each of the Properties and deliver a copy thereof to Buyer on or before thirty (i30) Within days after mutual execution and delivery of this Agreement but shall have no obligation to deliver surveys for the Properties. Buyer shall have ten (10) Business Days after days from the date upon of its receipt of each Title Report and survey to object to any exception to title appearing in the Title Report or survey (for each Property an "Objection" and collectively "Objections") which Purchaser has received any draft Title Commitment or Survey (materially impairs marketability of title by delivering written notice to the “Initial Objection Date”), Purchaser’s counsel Seller. If Buyer fails to object as prescribed in this section then the Buyer acknowledges and agrees that such exception shall notify Sellers’ counsel in writing of any be a Permitted Exception and Buyer shall be obligated to proceed with the Closing and take title matters (to the Properties subject to such exceptions to title without a reduction of the last sentence of this Section 8.8(e)(i)Purchase Price. (a) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect Upon receipt of such Owned Real PropertyObjection, which draft update is first received by Purchaser’s counsel ten Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. If such exceptions to title in Seller's sole and exclusive judgment can be cured or corrected and if Seller notifies Buyer not later than 5:00 p.m. (10New York time) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of all Objections to the Property(ies) to seek to cure or correct same, then (1) Seller shall have the right to adjourn the Closing for such update Property(ies) for such period, not to exceed ninety (90) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such date exceptions to title and Buyer shall be obligated to purchase on the Closing Date all Properties not objected to as provided above and the Initial Purchase Price shall be reduced by the consideration attributable to the affected Property(ies) as shown on Schedule 1; (2) Seller shall give Buyer written notice upon the correction of an Objection roperty and Buyer shall purchase such Property, according to the terms hereof, on a mutually agreeable closing date within ten (10) days of such notice; and (3) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the Purchase Price payable on such Closing Date are sometimes referred for such Property(ies) in order to herein as the “Objection Date”)cure or correct same. If Purchaser Seller fails to give an objection notice pursuant notify Buyer of its election to this Section 8.8(e) with respect seek to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect cure such exceptions to such Owned Real Property on or before the applicable Objection Datetitle, Purchaser Seller shall be deemed to have irrevocably waived elected NOT to seek to cure same. (b) If Seller elects not to cure all un-permitted exceptions to title on any Property encumbered by same, Buyer may, at its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoingelection, the Parties agree that (1) proceed with the items set forth on Schedule 8.8(e)(i)Closing and take title to all of the Properties subject to such exceptions to title without a reduction of the Purchase Price, or (2) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned to Buyer and thereafter neither party shall have any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for obligation to the ownership or use other under this Agreement, provided, however, that Buyer shall provide such written notice of any Owned Real Property shall not be deemed termination to be Material Title Exceptions. (ii) No Seller no later than five the close of business ten (510) Business Days prior days after receipt of Seller's notice electing not to cure title exceptions (the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material "Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insuranceNotice Day"). Notwithstanding anything contained herein If Buyer fails to provide such notice by 5:00 p.m. (New York time) on the contraryTitle Notice Day, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers Buyer shall be obligated to purchase the Properties as provided herein, subject to any exceptions to title. If Seller, having elected to attempt to cure mortgages such except le, fails so to do within such ninety (90) day period, Buyer shall have no further obligation to purchase and monetary liens Seller shall have no further obligation to sell the Properties unless Buyer forthwith elects to purchase the Properties subject to the unrectified matters with no reduction in respect the Purchase Price. To be effective, each notice delivered by Buyer to Seller hereunder must be sent by facsimile transmission to the FAX numbers set forth in Section 17 with an original hard copy thereof sent in accordance with the requirements of Section 17. Any dispute as to whether or not a notice regarding removal of a Property from the Agreement has been given in a timely manner shall be resolved by reference to the date and time stamped on the first page of the Owned Real Propertiesfacsimile copy of such notice by the facsimile unit receiving same.

Title Exceptions. (ia) Within ten (10) Business Days after the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject Reference is made to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) commitments with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned the Material Real Property on or before attached hereto as Schedule 9.1(a) (the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material "Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(iCommitments"), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (iib) No later In the event that at any time prior to Closing, the Buyer becomes aware of any Title Defects, other than those listed on any Title Commitment, the Buyer shall have five (5) Business Days prior from the date it first became aware of such Title Defect to notify the Sellers of the same (together with any documentation or other materials or information with respect thereto received by the Buyer). If the Buyer does not give notice (together with the aforesaid documentation, materials and information) to the Closing Date, Sellers within such time period then the Buyer shall be deemed to have removedapproved all such Title Defects (other than Mandatory Cure Items) and shall accept title subject thereto (and all such Title Defects (other than Mandatory Cure Items) shall be deemed to be Permitted Closing Liens). (c) In the event that, satisfied with respect to any parcel of Material Real Property, there shall be any Title Defect that is a Mandatory Cure Item, then the Sellers shall discharge from record such Title Defect (or cured a cause Title Company to omit such Title Defect from the applicable title commitment) at the Sellers' sole cost and expense at or prior to Closing. If the Sellers fail to so discharge from record (or cause the Title Company so to omit), at or prior to Closing, all Mandatory Cure Items, then the Buyer, at its option, as its sole and exclusive right and remedy, by written notice given to the Sellers within three Business Days after the then scheduled Closing Date, shall elect to either (i) take title to the Premises (including, without limitation, the Material Real Property) subject to the Title Exception ifDefects in question, in which case the Buyer shall receive a credit against the Purchase Price in an amount equal to the total amount necessary to discharge such Title Defect from record (or cause Title Company to omit such Title Defect from the applicable title commitment), and in such case this Agreement shall remain in full force and effect or (ii) terminate this Agreement, in which case the Sellers shall direct the Deposit Escrow Agent to refund the Deposit to the Buyer and the Sellers shall reimburse the Buyer for the Buyer's reasonable, actual and documented out-of-pocket costs and expenses incurred after February 1, 1999 in connection with this Agreement up to a maximum amount of $500,000, and upon such refund this Agreement shall terminate and no party shall have any further obligation hereunder except as may be explicitly specified herein. (d) In the event that, with respect to any parcel of Material Real Property, there shall be any Title Defect that is not a Mandatory Cure Item, then the Sellers shall have the following options: (i) to (x) remove or cure same at the Sellers’ ' sole cost and absolute discretion, Sellers either: expense at or prior to the Closing or (y) allow as a credit against the Purchase Price the lesser of (A) took the diminution in value of such actions as are commercially reasonable to remove, satisfy or cure (parcel of record or otherwise, as appropriate) Material Real Property resulting from such Material Title Exception; Defect or (B) caused the agreed upon cost of curing such Title Defect, and, in such case this Agreement shall remain in full force and effect, or (ii) notify the Buyer that the Sellers do not elect any applicable of the foregoing options, in which case the Buyer shall have the right, exercisable by the giving of notice thereof by the Buyer to the Sellers within three (3) days after the Sellers notify the Buyer that the Sellers do not elect any of the foregoing options, to either (x) terminate this Agreement in which case the Sellers shall direct the Deposit Escrow Agent to refund the Deposit to the Buyer and Sellers shall reimburse the Buyer for the Buyer's reasonable, actual and documented out-of-pocket costs and expenses incurred after February 1, 1999 in connection with this Agreement up to a maximum amount of $500,000 and upon such refund this Agreement shall terminate and no party shall have any further obligation hereunder except as may be explicitly specified herein or (y) take title company to remove such the Premises (including, without limitation, the Material Real Property in question) subject to the Title Exception as an exception Defect(s) in question, in which case the Buyer shall not be entitled to title any credit against or reduction of the Purchase Price. (e) If prior to Closing the Buyer and the Sellers shall have failed to agree on the diminution in any new value attributable to a Title Defect or updated Violation or the cost of curing a Title Commitment Defect or policy Violation, the same shall be finally determined by arbitration in accordance with the provisions of Section 9.7 hereof. (f) If, at the Closing, Title Defects exist which the Sellers are required or elect to be issued pay and/or discharge, the Sellers may use some or all of the Purchase Price to satisfy the same, provided that the Sellers (a) shall simultaneously deliver to the Buyer at or around the Closing instruments in recordable, fileable or registrable, as applicable, form (including by providing or Order(s))sufficient to satisfy and remove from record such Title Defects, together with the cost of recording or filing said instruments or (b) except with respect to Mandatory Cure Items, have made other arrangements with the Title Company to insure title to the Material Real Property in question free of any such Title Defects (pursuant to affirmative insuranceinsurance reasonably satisfactory to the Buyer or otherwise). Notwithstanding anything contained herein If the Sellers request, the Buyer shall at the Closing make separate wire transfers of funds (or shall cause the Title Company to make such transfers), aggregating not more than the contraryamount of the balance of the Purchase Price due at the Closing, to facilitate the satisfaction of any such Title Defects. The existence of any such Title Defects shall not be deemed "Title Defects" if the Sellers shall comply with the foregoing requirements. (g) The Sellers shall be entitled to reasonable adjournments of the Closing, not to exceed sixty (60) days in the aggregate, to cure or cause the removal of any Title Defects that it elects or is required to cure or remove. Except as otherwise expressly set forth herein, the Sellers shall not under any circumstance be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect or to cause the removal of any Title Defects or to expend or make any allowance of any moneys because of any Title Defects, even though the Sellers may have attempted to cure the same or may have obtained an extension or extensions of the Owned Real Propertiesdate of Closing for such purpose.

Title Exceptions. (i) Within ten (10) Business Days after Purchaser shall obtain a title report from a reputable title insurance company for the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject Premises and immediately deliver a copy thereof to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions Seller within ten (10) days after mutual execution and delivery of this Agreement. Purchaser waives any objection to and agrees to accept the Permitted Exceptions set forth in Exhibit B hereto. a. Upon receipt of such update notice, Seller shall have the right, but not the obligation, to seek to eliminate, cure or correct such exceptions to title. Seller shall notify Purchaser of its election not later than seven (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”)7) days after receipt of Purchaser's notice. If Purchaser Seller elects to seek to cure or correct same, then (1) Seller shall have the right to adjourn the Closing Date for the Premises for such period, not to exceed one hundred twenty (120) days as shall, in Seller's discretion reasonably exercised, be required in order to cure such exceptions to title, and (2) if such exceptions to title can only be satisfied by the payment of money, Seller shall be entitled to apply a portion of the purchase price payable on such Closing Date in order to cure or correct same. If Seller fails to give an objection notice pursuant notify Purchaser of its election to this Section 8.8(e) with respect either seek or not to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect seek to cure such Owned Real Property on or before the applicable Objection Dateexceptions to title, Purchaser Seller shall be deemed to have irrevocably waived elected to cure same. b. If Seller elects not to cure all exceptions to title on the Premises, Purchaser may, at its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoingelection, the Parties agree that (1) proceed with the items set forth on Schedule 8.8(e)(i)Closing and take title to the Premises subject to such exceptions to title provided Purchaser and Seller have agreed upon a reasonable reduction of the Purchase Price, or (2) terminate this Agreement by written notice to Seller, in which case neither party shall have any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior further obligation to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Propertiesunder this Agreement.

Title Exceptions. (i) Within ten (10) Business Days after Seller has provided Buyer with certain existing title reports in Seller’s possession regarding portions of the date upon which Purchaser has received any draft Title Commitment or Survey Real Property. Prior to the Effective Date, Buyer by letter dated October 8, 2018, requested that Seller take certain actions with respect to matters shown in those title reports (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title ExceptionsObjections”). With respect to any matter affecting title first appearing in any draft update to any Seller responded by letter dated October 31, 2018 (the “Seller Title Objection Response”) and the Title Commitment in respect of such Owned Real Propertywas thereafter issued by the Title Company. If the Title Company adds or Buyer discovers, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to Closing, any new title exceptions or on requirements (a) that are Mandatory Cure Exceptions (as defined below), (b) that are caused or consented to by Seller or any of its agents or affiliates after the Initial Objection Datedate of the Title Commitment, Purchaseror (c) that in Buyer’s counsel reasonable opinion are reasonably certain to materially impair Buyer’s ownership and use of the Property as a whole for Buyer’s intended use, then Buyer shall notify the Sellers’ counsel Seller of any such matter that Purchaser believes constitutes Material exceptions or requirements to which Buyer objects (the “Additional Title Exceptions Objections”) within ten three (103) days after receipt of Title Company’s notification or Buyer’s discovery of such update (such date exception or requirement, and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment event no later than three (3) days prior to the Closing. All such exceptions or Survey (or any draft update thereto) with respect requirements to such Owned Real Property on or before the applicable Objection Date, Purchaser which Buyer does not so object shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception“Permitted Exceptions”. Without limiting the generality of the foregoingIn addition, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding notwithstanding anything contained herein to the contrary, Sellers and except for exceptions that Seller expressly agreed to remove in the Seller Title Objection Response, the following shall be Permitted Exceptions: (a) the reservation to the State of Hawaii of mineral and water rights of any nature; (b) the lien of all ad valorem real property taxes and assessments, general, special and/or rollback, not yet due and payable as of the Closing Date; (c) applicable zoning and building ordinances and land use regulations, now or hereafter in effect relative to the Real Property; (d) discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other matters which a correct survey, archaeological study or physical inspection of the Real Property would disclose; (e) any and all existing roadways, trails, easements, rights of way, flumes and irrigation ditches; (f) claims arising out of customary and traditional rights and practices, including without limitation those exercised for subsistence, cultural, religious, access or gathering purposes, as provided for in the Hawaii Constitution or the Hawaii Revised Statutes; (g) any exceptions caused by Buyer, its agents, representatives or employees; and (h) all exceptions contained in the Title Commitment. Buyer acknowledges that title reports or commitments are not available for every parcel included within the Real Property, and the absence of such reports or commitments alone is not grounds for Buyer to assert any title objections. Further, Buyer acknowledges that certain portions of the Real Property are known to have broken or otherwise uninsurable title, and that notwithstanding any objections Buyer may have or anything to the contrary herein Seller will not be required and are not obligated undertaking any efforts to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render make title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrancessuch portions insurable, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers all such portions shall be obligated to cure mortgages and monetary liens in respect conveyed at Closing by quitclaim deed without warranties of the Owned Real Propertiestitle.

Title Exceptions. (ia) Within ten (10) Business Days after Buyer shall accept title to the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters (Property subject to the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment Permitted Exceptions. In the event that at or Survey prior to Closing, Buyer determines that (A) materially impair the use or value of any Owned Real Property (there are title defects other than any pipeline pump stations)the Permitted Exceptions, as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel Buyer shall so notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions Seller within ten (10) days after receipt of receiving notice of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”)title defects. If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser Seller shall have no right of specific performance or other relief against Sellers obligation to cause cure any Material Title Exceptions title defects to be satisfied or cured; provided howeverwhich Buyer has objected, Sellers except that Seller shall be obligated to cure mortgages and (i) remove by bond or otherwise any monetary liens affecting the Property which were granted by Seller pursuant to an instrument executed by Seller, and (ii) remove by bond or otherwise any other monetary liens (including tax liens) against the Property to the extent the cost of such removal or cure does not exceed One Hundred Thousand and No/100 ($100,000.00) Dollars in the aggregate. If Seller shall desire to remove any title objections raised by Buyer, Seller shall be entitled to reasonable adjournments of the Closing for the purpose of removing any such title objections. If Seller fails to remove or elects not to remove any title defect as provided above, Buyer shall have the right, at Buyer's election in its sole an absolute discretion, to cancel this Agreement and receive a refund of the Deposit together with any accrued interest thereon, or to close title notwithstanding the title defects (x) without any credit against the Purchase Price for such title defect, or (y) a credit or credits for the amount of any monetary lien Seller is obligated but fails to remove pursuant to (i) above, and up to $100,000 for the defects which Seller is obligated to but fails to remove pursuant to (ii) above. (b) Seller shall deliver title to the Property in accordance with the terms hereof and as any reputable title company licensed to do business in the State of New York will approve and insure at its standard rates subject only to the Permitted Exceptions. Subsequent to the Closing, Buyer shall look solely to its title insurance company for any claims arising in respect of title matters and Seller shall have no liability to Buyer for title defects which are discovered subsequent to the Owned Real PropertiesClosing.

Title Exceptions. If the Title Company issues any additional supplements before the Closing Date that add exceptions to the Preliminary Title Report, Buyer shall have five (i5) Within ten business days after delivery to Buyer of each supplement with copies of all documents referred to in the supplements to approve or disapprove, in Buyer's sole discretion, these supplements by written notice to Seller and Escrow Holder. If Buyer fails to so approve or disapprove such items within this five (105) Business Days after the date upon which Purchaser business day period, it shall be conclusively presumed that Buyer has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of approved these supplements. If there are any title matters exceptions not approved (subject or deemed approved) by Buyer as provided above, Seller shall have the right until the close of Escrow to have the last sentence of this Section 8.8(e)(i)exceptions removed or corrected by the Title Company or to extend the Closing Date for a period not to exceed five (5) shown on business days until such draft Title Commitment exceptions have been removed or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Propertycorrected for approval by Buyer, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed unreasonably withheld or delayed. If Seller is unable to have such exceptions removed or corrected by the Title Company for approval by Buyer, which shall not be Material Title Exceptions. (ii) No unreasonably withheld or delayed, Buyer may elect, upon written notice to Seller and Escrow Holder no later than five (5) Business Days prior days after written notice from Seller that the exceptions will not be removed, to either (i) waive such exceptions or disapprovals; or (ii) terminate this Agreement. Buyer's failure to so terminate within the Closing Date, Sellers five (5) day period constitutes a waiver of Buyer's termination rights and for this reason such title exceptions shall be deemed approved. If the Agreement is terminated by Buyer as provided above, Escrow Holder shall return to have removed, satisfied or cured a Material Title Exception if, Buyer any Deposit being held in Sellers’ sole Escrow plus accrued interest and absolute discretion, Sellers either: (A) took the Escrow shall terminate. Upon such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around termination Seller shall pay the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action Escrow costs if Buyer reasonably disapproves of any kind or nature to render condition of title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Propertiesnot corrected by Seller.

Title Exceptions. (a) Attached as EXHIBIT I is a Commitment for Title Insurance (the "TITLE COMMITMENT") issued by Republic Title of Texas, Inc., as agent for First American Title Insurance Company ("TITLE COMPANY"), which was delivered to Buyer pursuant to the Confidentiality Agreement (as defined in Section 5(a)(xiv) below). At Buyer's request and to the extent available, a supplemental title commitment shall be issued from the Title Company with the following endorsements: comprehensive, survey amendment, access and such other endorsements as may be available in Texas. In addition, Seller has delivered to Buyer pursuant to the Confidentiality Agreement that certain Survey of the Property (the "SURVEY") prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Inc. (b) At Closing, provided that neither Buyer nor Seller has terminated this Agreement pursuant to the terms hereof, Seller shall transfer title to the Property to Buyer pursuant to the Deed, subject only to (i) Within ten the Existing Leases (10as defined in Section 5(a)(iii) Business Days after below) as such are converted to subleases under the date upon which Purchaser has received Lease or otherwise subordinated to the Lease as provided in Section 5(a)(iii) hereof, (ii) any draft matter shown on the Title Commitment or Survey to which Buyer does not object pursuant to Section 3(c) below, (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of iii) any title matters (subject to the last sentence of this Section 8.8(e)(i)) matter shown on such draft Title Commitment or the Survey that (Ato which Buyer does not object pursuant to Section 3(c) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicablebelow, and (Biv) any other matter which appears on any supplemental title commitment issued by Title Company or any new or revised Survey (a "TITLE UPDATE") subsequent to the date hereof to which Buyer does not object pursuant to Section 3(c) below or to which Buyer initially objects but such objection is thereafter waived by Buyer pursuant to Section 3(d) below ("PERMITTED ENCUMBRANCES"). (c) Title Company will deliver all Title Updates and all other related documents (including copies of all title exception documents) simultaneously to Seller and Buyer. Within three (3) business days after the Effective Date, Buyer shall forward to Seller a written statement ("TITLE DEFECT NOTICE") specifying all exceptions to title identified in the Title Commitment, the Survey or the Title Update (as applicable) which are objectionable to Buyer in Buyer's sole and absolute discretion ("TITLE DEFECTS"), it being acknowledged and agreed that Buyer may notify Seller of any Title Defects determined by Buyer in its sole and absolute discretion. Notwithstanding anything to the contrary herein, Seller shall be obligated to cure the following title exceptions or defects affecting the Property that exist of record prior to Closing: (i) liens and security interests securing any loan to Seller, and any other liens or security interests created by documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year and (ii) any liens or encumbrances resulting from Seller's intentional breach of its covenant not to encumber the Property pursuant to Section 13 hereof. (d) If Buyer timely gives a Title Defects Notice to Seller, Seller shall have the right, but not the obligation, to cure such Title Defects, and Seller agrees to notify Buyer in writing no later than three (3) business days after its receipt of the Title Defect Notice whether or not it intends to cure same. If Seller notifies Buyer within such three (3) business day period of its intent to cure any such Title Defects on or before Closing, then Seller shall on or before Closing cure the same so that the Title Company will omit the same from the Owner Policy (as defined in Section 8(b)(3) below) or endorse over or affirmatively insure the same for the benefit of Buyer in a manner reasonably satisfactory to Buyer. If Seller fails to so notify Buyer of Seller's intent to cure any such Title Defects within such three (3) business day period, Seller shall be deemed to have elected not to cure such Title Defects and Buyer, as Buyer's sole and exclusive remedy hereunder, shall have the right to either (i) terminate this Agreement by giving written notice thereof to Seller and Title Company at any time within three (3) business days after the expiration of such three (3) business day period, in which case Buyer shall be entitled to a full refund of the ▇▇▇▇▇▇▇ Money and neither party will have any further obligations one to the other except as set forth in Sections 4(c)(1), 4(c)(3), 12 and 15, or (ii) waive such Title Defects and consummate the purchase of the Property subject to such Title Defects which shall be deemed to be Permitted Encumbrances (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing Encumbrances, but with no change in any draft update of Buyer's obligations hereunder and with no reduction in the Purchase Price attributable to any the Title Commitment in respect Defects. A failure to terminate within such three (3) business day period shall be deemed an election by Buyer to waive such Title Defects. (e) The failure of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior Buyer to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material timely give a Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property Defect Notice on or before the applicable Objection Date, Purchaser deadline specified in Section 3(c) above shall be deemed to have irrevocably waived its an irrevocable waiver of Buyer's right to object to such matter as a Material any Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items Defects set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory in such Title Update or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy revised Survey (as applicable) issued prior to be issued at or around the Closing (including by providing affirmative insurance)such deadline. Notwithstanding anything contained herein in this Agreement to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey Seller agrees that at or acquire any interest in real property, incur any expense or liability with respect prior to the removal or cure of Material Title Exceptions or Closing, Seller shall take any other such action of any kind or nature as is necessary to render title to any cause the satisfaction of the Owned Real Properties free requirements set forth in items 1, 2, 4, 5, 7 and clear 8 of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect Schedule C of the Owned Real PropertiesTitle Commitment so that the Owner Policy (as defined in Section 8(b)(3) below) delivered to Buyer at the Closing contains no exception to coverage for any such items.

Title Exceptions. 5.3.1. At any time prior to the expiration of the thirty (i30) Within ten (10) Business Days after days following Buyer’s receipt of the date upon which Purchaser has received any draft Preliminary Title Commitment or Survey (the “Initial Objection Date”)Report and Underlying Documents, Purchaser’s counsel Buyer shall notify Sellers’ counsel Seller and Escrow Holder in writing of any title matters (subject to exceptions identified in the last sentence of this Section 8.8(e)(i)) Preliminary Title Report which Buyer disapproves. Any exceptions shown on such draft the Preliminary Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) Report which are not disapproved in writing on or before the expiration of the Due Diligence Period shall be deemed approved by Buyer and shall constitute “Permitted Encumbrances Exceptions” hereunder. Buyer and Seller hereby agrees that all non-delinquent property taxes and assessments shall be deemed Permitted Exceptions. 5.3.2. If Buyer disapproves any exceptions reflected in the Preliminary Title Report (collectively referred to as “Material Title Disapproved Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect , Seller shall have a period of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior business days, commencing at the time of such disapproval, within which to remove, cure, obtain endorsements against, or on or after otherwise provide assurances satisfactory to Buyer and the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of Title Company with respect to any such matter that Purchaser believes constitutes Material Title exception to title. Seller’s failure to timely respond to Buyer’s notice of Disapproved Exceptions shall be deemed Seller’s election not to eliminate the Disapproved Exceptions. All monetary liens shall be deemed Disapproved Exceptions and Seller shall be obligated to eliminate them before or at the Closing Date. 5.3.3. If a cure satisfactory to Buyer of such Disapproved Exceptions is not effected within said ten (10)-business day period, Buyer shall elect, in writing delivered to Seller and Escrow Holder, within ten (10) days after receipt thereafter, to either (i) waive its disapproval of such update (exceptions, in which case such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser exceptions shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not then be deemed to be Material Title Permitted Exceptions. , (ii) No later than five terminate this Agreement, or (5iii) Business Days prior agree, in writing, with Buyer to extend Buyer’s time to cure. 5.3.4. In the event Buyer elects to terminate this Agreement in accordance with clause 5.3.3(ii) above, the Deposit, plus all interest accrued thereon while in Escrow, shall be immediately refunded to Buyer, less any amounts due to Escrow Holder from Buyer pursuant to Section 4.5.1 of this Agreement. Escrow Holder shall immediately return all other documents, instruments and moneys to the Closing DateParty that deposited the same. 5.3.5. In the event that Escrow Holder or Seller agrees that it shall remove, Sellers cure, or endorse against any Disapproved Exception, such removal, cure, or endorsement shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein condition precedent to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure Close of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real PropertiesEscrow.

Title Exceptions. Seller has provided access to current title insurance commitments (“Title Commitments”) and copies of all exception documents for each Site issued by or on behalf of First American Title Insurance Company in a form sufficient to comply with the requirements of Section 6.4(a). Surveys (“Surveys”) for certain Sites have been provided by the Seller on the same basis (the “Title Commitments and Surveys shall be referred to together as the “Title Documents”). Purchaser shall have twenty-five (25) days following the Execution Date (the “Title Review Period”) within which to examine the Title Documents and give written notice to Seller, within the Title Review Period, specifying the title defects and/or objectionable exceptions (the “Title Defects”). Current taxes not delinquent, restrictions of record in favor of BP Products North America, Inc., its affiliates, successor or assigns as described on Schedule 1.4(c) (the “BP Restrictions”), Sale Contracts to the extent the Site is a Site Under Contract for Sale, matters of title which do not unreasonably interfere with the continued operation of the Business at the Sites or any of the Assets, matters that would be disclosed by a survey (other than the Surveys) and any exception in the Title Documents that could be removed by providing the title company with a survey (other than the Surveys), monetary liens encumbering Leased Sites which were not created or caused by Seller’s actions, and exceptions to title that Purchaser does not object to during the Title Review Period shall be “Permitted Liens” and shall not constitute Title Defects. Any mortgage lien or other financing document of record in favor of ▇▇▇▇▇ Fargo Bank, N.A., or any other lender, will be discharged at Closing and shall not be considered a Title Defect (“Mortgage Debt Liens”). In the event that Purchaser notifies Seller within the Title Review Period of any Title Defects, Seller shall have fifteen (15) days following receipt of Purchaser’s notice (“Title Defects Cure Period”) to attempt to cure or remove the Title Defects. Seller shall use commercially reasonable and good faith efforts to cure or remove all of the Title Defects but Seller shall not be required to initiate litigation to do so. If Seller fails to cure any of the Title Defects within the Title Defects Cure Period and Purchaser does not waive such uncured Title Defects, then (i) Within ten each applicable Site shall be designated as a Rejected Site, (10ii) Business Days after Purchaser and Seller shall proceed to Closing on the date upon which Purchaser has received any draft Title Commitment or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing of any title matters remaining Sites (subject to Section 1.4(a) above and Sections 1.8(c) and 5.2 below) as scheduled, (iii) the last sentence of this Section 8.8(e)(iPurchase Price shall be reduced by the amount allocated to each such Rejected Site on Schedule 1.3(a)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (Biv) are not Permitted Encumbrances a prorated portion of the ▇▇▇▇▇▇▇ Money applicable to each such Rejected Site (collectively referred determined by reference to as “Material Title Exceptions”Schedule 1.3(a)) shall be retained by the Escrow Closing Agent. With respect In regard to any matter affecting title first appearing in any draft update to any Title Commitment in respect of each such Owned Real PropertyRejected Sites, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser parties shall be deemed to have irrevocably waived its right agreed to object defer the Closing of this Agreement with respect to each such Rejected Site until the Seller has cured the Title Defect applicable to such matter as a Material Rejected Site, provided that if any such Title Exception. Without limiting Defect is not cured within twelve (12) months after Closing, this Agreement shall be terminated with respect to each such Rejected Site and the generality portion of the foregoing, the Parties agree that (1) the items set forth Purchase Price allocated to each such Rejected Site on Schedule 8.8(e)(i), (21.3(a) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured constitute a Material Title Exception if, in Sellers’ sole reduction of the Purchase Price and absolute discretion, Sellers either: (A) took that portion of the ▇▇▇▇▇▇▇ Money applicable to each such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to Rejected Site shall be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein refunded to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real PropertiesPurchaser.

Title Exceptions. If the Survey or the Title Commitment show exceptions to title or matters affecting the immovable property aspects of the Premises which are objectionable to Tenant (iother than those expressly consented to or waived by Tenant in writing and the standard printed exceptions, which shall be modified in the Title Policy as specified in Section 13.11(b)), Tenant shall, within fifteen (15) Within ten days after its receipt of the last of the Survey, the Title Commitment, and true and accurate copies of all documents attendant thereto, deliver to Landlord written objections thereto. Landlord shall have fifteen (1015) Business Days days after the date upon which Purchaser has received any draft of delivery by Tenant to Landlord of such objections to cure such defects and to present a revised Survey and a revised Title Commitment or Survey (on the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing basis of any title matters (subject to which the last sentence of this Section 8.8(e)(i)) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), Closing may occur as applicableprovided herein, and the Closing shall be extended to such extent as may be necessary for Landlord to cure such defects (Bbut not more than fifteen (15) are not Permitted Encumbrances (collectively referred to as “Material Title Exceptions”days unless Tenant agrees otherwise). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received by Purchaser’s counsel ten (10) Business Days prior to or on or after the Initial Objection Date, Purchaser’s counsel Landlord shall notify the Sellers’ counsel of any such matter that Purchaser believes constitutes Material Title Exceptions within ten (10) days after receipt of such update (such date and the Initial Objection Date are sometimes referred to herein as the “Objection Date”). If Purchaser fails to give an objection notice pursuant to this Section 8.8(e) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before the applicable Objection Date, Purchaser shall be deemed to have irrevocably waived its right to object to such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptions. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable efforts and all due diligence to removecure such defects, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers but shall not be required to incur unreasonable costs to do so. If such defects have not been cured within such fifteen (15) day period, Tenant may (a) extend the time for Landlord to cure such defects, (b) undertake the cure of such defects on behalf and are not obligated in the name of Landlord but at Tenant's expense, or (c) revoke its exercise of the Option. If requested by Tenant, Landlord covenants and agrees to bring execute a separate power of attorney in recordable form pursuant to which Landlord shall grant Tenant the power to act for Landlord as set forth above. All title exceptions at any Legal Proceedingstime expressly consented to or waived in writing by Tenant, convey or acquire any interest in real property, incur any expense or liability together with respect the standard printed exceptions to the removal or cure of Material Title Exceptions or take Policy as modified as specified in Section 13.11(b), shall constitute the "Permitted Encumbrances." Landlord agrees that neither the SouthTrust Mortgage nor the City Mortgage nor any other action deed of any kind trust lien or nature to render mortgage now or hereafter encumbering its fee title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrancesPremises shall constitute a Permitted Encumbrance, and Purchaser shall have no right Landlord will cause all such mortgages and deed of specific performance or other relief against Sellers to cause any Material Title Exceptions trust liens to be satisfied fully discharged and released at or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of before the Owned Real PropertiesClosing.

Title Exceptions. (ia) Within ten (10) Business Days If, after the date upon which Purchaser has received of this Agreement, exceptions to title (including, without limitation, survey exceptions) appear on any draft new title report issued by the Title Commitment Company or Survey (the “Initial Objection Date”), Purchaser’s counsel shall notify Sellers’ counsel in writing continuation or update of any existing title matters report (subject to the last sentence of this Section 8.8(e)(i)each a “Continuation”) shown on such draft Title Commitment or Survey that (A) materially impair the use or value of any Owned Real Property (other than any pipeline pump stations), as applicable, and (B) which are not Permitted Encumbrances Exceptions, Purchaser shall notify Seller thereof (collectively referred to as “Material Title Exceptions”). With respect to any matter affecting title first appearing in any draft update to any Title Commitment in respect of such Owned Real Property, which draft update is first received notification may be given by Purchaser’s counsel ten attorney to Seller’s attorney, by electronic mail) within seven (107) Business Days business days after Purchaser receives such Continuation or prior to or on or after the Initial Objection Closing, if such Continuation is received within seven (7) business days prior to the Closing Date, Purchaser’s counsel time being of the essence with respect to such notification, and if Seller is unable, or elects not to attempt, to eliminate such exceptions to title (the parties hereby acknowledging and agreeing that Seller shall notify the Sellers’ counsel be under no obligation to attempt to or eliminate such exceptions to title, except that Seller shall be obligated to remove of record or cause to be omitted as exceptions to title all Mandatory Removal Items (as hereinafter defined)), or if Seller elects to attempt to eliminate any such matter that exceptions to title but is unable to do so or thereafter decides not to eliminate the same, and accordingly, is unable to convey title to the Unit in accordance with the provisions of this Agreement, Seller shall so notify Purchaser believes constitutes Material Title Exceptions and, within ten three (103) business days after receipt of such update notice from Seller, Purchaser shall elect either (i) to terminate this Agreement by written notice given to Seller (time being of the essence with respect to Purchaser’s notice), in which event the Deposit shall be returned to Purchaser and this Agreement shall be terminated and of no further force or effect, except for such date and provisions which by their terms survive termination of this Agreement, or (ii) to accept title to the Initial Objection Date are sometimes referred Unit subject to herein as such exceptions, without any abatement, reduction or offset of the “Objection Date”)Purchase Price. If Purchaser fails to give an objection notice pursuant to this Section 8.8(eshall not notify Seller in writing of such election within such three (3) with respect to any matter shown in any draft Title Commitment or Survey (or any draft update thereto) with respect to such Owned Real Property on or before business day period, time being of the applicable Objection Dateessence, Purchaser shall be deemed to have irrevocably waived its right to object to elected clause (ii) above with the same force and effect as if Purchaser had elected clause (ii) within such matter as a Material Title Exception. Without limiting the generality of the foregoing, the Parties agree that (1) the items set forth on Schedule 8.8(e)(i), (2) any Environmental 43 Liability and three (3) any regulatory or Permit matter necessary for the ownership or use of any Owned Real Property shall not be deemed to be Material Title Exceptionsbusiness day period. (ii) No later than five (5) Business Days prior to the Closing Date, Sellers shall be deemed to have removed, satisfied or cured a Material Title Exception if, in Sellers’ sole and absolute discretion, Sellers either: (A) took such actions as are commercially reasonable to remove, satisfy or cure (of record or otherwise, as appropriate) such Material Title Exception; or (B) caused any applicable title company to remove such Material Title Exception as an exception to title in any new or updated Title Commitment or policy to be issued at or around the Closing (including by providing affirmative insurance). Notwithstanding anything contained herein to the contrary, Sellers shall not be required and are not obligated to bring any Legal Proceedings, convey or acquire any interest in real property, incur any expense or liability with respect to the removal or cure of Material Title Exceptions or take any other action of any kind or nature to render title to any of the Owned Real Properties free and clear of any title or survey exceptions, objections or encumbrances, and Purchaser shall have no right of specific performance or other relief against Sellers to cause any Material Title Exceptions to be satisfied or cured; provided however, Sellers shall be obligated to cure mortgages and monetary liens in respect of the Owned Real Properties.