Common use of Title Objections Clause in Contracts

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to Purchaser, in its sole discretion, Purchaser shall notify Seller in writing of its objections to such exceptions (the "Title Defects") within fifteen (15) days after Purchaser has received the Commitment, legible copies of all instruments described in Schedule B of the Commitment and the updated Survey described in Section 4.2 above (the “Title Review Period”). In the event Purchaser fails to deliver notice to Seller of the Title Defects prior to the end of the Title Review Period, then Purchaser shall request Escrow Agent be deemed to have accepted all items set forth in each Commitment and Survey and all such items shall be deemed included among the Permitted Exceptions. Seller agrees to cause to be delivered discharged on or prior to Buyer Closing all Title Defects pertaining to liens, encumbrances and other matters shown on the Commitment of a preliminary title report definite or ascertainable amount (other than the liens of the mortgages against the Projects to which Seller has not secured the consent to release of such lien as of the Closing) (the "Preliminary ReportRemovable Liens") from and to use its best efforts to cure any other Title Defects. If Purchaser objects to any exception disclosed on the Commitment or Survey, such exception shall not be treated as a title company affiliated with the Escrow Agent Permitted Exception hereunder. If within fifteen (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (515) days after the receipt of notice from Purchaser, Seller fails to have the Title Company delivers Defects deleted from the Preliminary Report Commitment or Survey, as the case may be, or discharged , or fails to provide written assurances reasonably satisfactory to Purchaser that such Title Defects or the Removable Liens will be removed or otherwise cured at or prior to Closing, Purchaser may: (a) terminate this Agreement by delivery of written notice to Seller, whereupon the Deposit, as herein defined, shall be returned immediately to Purchaser, and Exceptions neither Seller nor Purchaser shall have any further duties or obligations under this Agreement; (b) elect to Buyer within which to give notice in writing to Seller of any objection to such take title as it then is, and credit against the Purchase Price the actual cost incurred or to any liens be incurred by Purchaser to remove the Removable Liens which may be cured through payment of ascertainable amounts; or encumbrances affecting (c) extend for up to ninety (90) days the Propertyperiod for Seller to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchaser may then exercise its rights under subparagraphs (a) or (b) above. Within five If Seller causes such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (57) days after receipt delivery of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing the revised Commitment and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title Survey or on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below)specified in Section 19 hereof, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or whichever is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionslater."

Title Objections. Seller 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to SCOLP, in its sole discretion, SCOLP shall request Escrow Agent notify Owner and Contributor in writing of its objections to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent such exceptions (the "Title CompanyDefects"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ) within ten ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (510) days after receipt of the Commitment, the Exception Documents and the Survey. If SCOLP objects to any exception disclosed on the Commitment or Survey within such notice ten (10) day period, such exception shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. If Owner and Contributor fail to have the Title Defects deleted from Buyerthe Commitment or Survey, Seller shall give Buyer written notice of whether it is willing and able to remove as the objected-to Exceptions. Without the need for objection by Buyercase may be, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five discharged within ten (510) days after receipt of such notice from Seller SCOLP (the "Title Contingency Date"or such longer time period designated by SCOLP), Buyer shall elect whether toSCOLP may: (ia) purchase terminate this Agreement by delivery of written notice to Owner and Contributor, whereupon neither Owner, Holding Company, Contributor nor SCOLP shall have any further duties or obligations under this Agreement except for any provision which shall expressly survive the Property subject termination of this Agreement; (b) elect to those objected-to take title as it then is with such Title Defects becoming Permitted Exceptions which Seller is not willing or able to removeunder this Agreement; or (iic) terminate this Agreementextend for up to ninety (90) days the period for Owner and Contributor to cure such Title Defects (thereby extending the Closing), and if such Title Defects are not deleted during the extended period, SCOLP may then exercise its rights under subparagraphs (a) or (b) above. Notwithstanding the foregoing, neither Owner nor Contributor shall be required to take any action to cure or remove any Title Defect, provided that SCOLP may pay and deduct from the Total Agreed Value, any liens or Title Defects which are of a reasonably ascertainable amount. If Buyer fails Owner or Contributor causes such Title Defects to give Seller notice of Buyer’s electionbe deleted from the Commitment or Survey, then such inaction as the case may be, the Closing shall be deemed to be Buyer’s election to terminate this Agreement. On held within seven (7) days after delivery of the revised Commitment and Survey or before on the Closing Contribution Date (defined below)specified in Section 16 hereof, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or whichever is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionslater."

Title Objections. Seller Purchaser shall request Escrow Agent within thirty (30) days after the Effective Date obtain from the Title Company a commitment to cause to be delivered to Buyer a preliminary issue an ALTA title report policy covering the Property (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "“Title Company"Commitment”), showing the status of Seller’s title to the Property, together with complete and legible true copies of all documents evidencing matters of record shown therein as exceptions to title thereon. Purchaser may also obtain a survey of the Property ("Exceptions"the “Survey”). Buyer Purchaser shall have the right to object, in its sole and absolute discretion, to any exceptions contained in the Title Commitment or matters shown on the Survey by giving written notice (the “Title Objection Notice”) to Seller not later than fifteen (15) days prior to the expiration of the Feasibility Period stating the matters to which Purchaser disapproves and the reasons therefor. If Purchaser fails timely to provide the Title Objection Notice, then Purchaser shall conclusively be deemed to have approved all matters on the Survey and affecting title to the Property shown on the Title Commitment, except for Mandatory Cure Items. If Purchaser delivers the Title Objection Notice, Seller shall have until the date day that is five ten (510) days after the date Seller receives the Title Company delivers Objection Notice (the Preliminary Report and Exceptions “Seller Title Election Period”) to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyerelect, Seller shall give Buyer by written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by BuyerPurchaser, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether toeither: (i) purchase Seller shall cure, prior to the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; Closing Date, the objections set forth in the Title Objection Notice, or (ii) terminate this AgreementSeller is unwilling or unable to cure the objections set forth in the Title Objection Notice. If Buyer Seller fails to give so respond to Purchaser prior to the expiration of the Seller notice of Buyer’s electionTitle Election Period, then such inaction Seller shall be deemed to be Buyer’s election to terminate this Agreementhave elected option (ii) above. On or before the Closing Date If Seller so notifies (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, notified) Purchaser that Seller is willing and able unwilling or unable to remove. All remaining Exceptions cure all objections set forth in the Preliminary Report and those Exceptions caused Title Obligation Notice, Purchaser may, at its option, either (A) terminate this Agreement by delivery of written notice thereof to Seller prior to the expiration of the Feasibility Period, or agreed (B) waive such objections. If Purchaser fails to by Buyer terminate this Agreement pursuant to option (A) above, Purchaser shall be deemed "Permitted Exceptionsto have elected to waive such objections. From and after the Effective Date, Seller shall not grant any easements or otherwise encumber the Property without the prior written consent of Purchaser."

Title Objections. Seller shall request Escrow Agent If there are any liens, charges, easements, ---------------- agreements of record, encumbrances or other objections to cause title, other than the Permitted Encumbrances and Subsequent Title Objections (which Purchaser agrees to be delivered to Buyer a preliminary take title report (the "Preliminary Report"subject to) from a title company affiliated which are not waived in accordance with the Escrow Agent provisions of Section 5.1 (the collectively, "Title CompanyObjections"), showing the status which (i) were caused by, resulted from or arose out of Seller’s title a grant by Seller to any person or entity of a mortgage or other security interest affecting the Property, together with complete and legible copies or the performance of work on behalf of Seller upon all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller or any portion of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, then Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeObjections; or (ii) are not of the type described in clause (i) of this sentence, but are removable by the payment of an ascertainable sum not to exceed in the aggregate $250,000.00 (the "Maximum Amount"), then Seller shall cause such Title Objections to be removed. If Seller fails to remove any Title Objection(s) in accordance with the provisions of the immediately preceding sentence, or if there exist any Title Objection(s) which Seller is not obligated to remove pursuant to clause (ii) of the immediately preceding sentence because the payment of funds in excess of the Maximum Amount would be required to cure the same, Purchaser, nevertheless, may elect (at or prior to Closing) to consummate the transaction provided for herein subject to any such Title Objection(s) as may exist as of the Closing Date, with a credit allocated against the Cash Balance payable at the Closing equal to the sum necessary to remove such Title Objection(s), not to exceed the Maximum Amount (in the event of a Title Objection of the type described in clause (ii) of the immediately preceding sentence); provided, however, if Purchaser makes such election, Purchaser shall not be entitled to any other credit, nor shall Seller bear any further liability, with respect to any Title Objection(s) of the type described in clause (ii) of the immediately preceding sentence, but Seller shall remain fully liable for the cost of removing any Title Objection(s) of the type described in clause (i) of the immediately preceding sentence. If Purchaser shall not so elect, Purchaser may terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction Agreement and Seller's sole liability thereafter shall be deemed to cause the Deposit, together with any interest earned thereon while in escrow, to be Buyer’s election refunded to terminate Purchaser, and, upon the return of the Deposit and any such interest, this Agreement shall be terminated, and the parties hereto shall be relieved of all further obligations and liability under this Agreement. On or before , other than with respect to the Closing Date (defined below), Seller shall remove all Exceptions to provisions of this Agreement which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive a termination of this Agreement."

Title Objections. Within fifteen (15) days after receiving the later of the Title Commitment or the Survey, Buyer shall notify Seller if the Title Commitment or Survey reveals any liens, encumbrances, claims or exceptions (including, without limitation, any matters set forth on Schedule 5.4) that, in Buyer's reasonable judgment, are unacceptable ("Title Objections"). If Seller is unable or unwilling to cure any Title Objections, Seller will provide written notice thereof to Buyer within fifteen (15) days following receipt of notice of Title Objections from Buyer and Buyer shall have the right, at its option, by written notice to Seller within fifteen (15) days following receipt of Seller's written notice, either (i) to terminate this Agreement and obtain a refund of the ▇▇▇▇▇▇▇ Money and all interest thereon, whereafter both Parties shall be relieved and discharged of any rights, liabilities or obligations hereunder, or (ii) to waive such defect and proceed to Closing. Buyer's failure to exercise the right to terminate within the said fifteen (15) day period shall constitute a waiver of Buyer's right to terminate with respect to such title matters. However, if Seller elects to cure the Title Objections (although Seller will have no such obligation to do so), Seller shall request Escrow Agent provide Buyer with notice of its intention to cause cure same within the fifteen (15) days aforesaid and Seller shall have an opportunity, at its expense, to be delivered to remove such Title Objections within sixty (60) days following receipt of written notice from Buyer a preliminary title report (identifying the "Preliminary Report") from a title company affiliated with the Escrow Agent Title Objections (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("ExceptionsCure Period"). In no event shall Seller have any obligation to commence litigation or to incur costs in excess of One Thousand Dollars ($1,000.00) to cure or remove any Title Objections. If Seller is unable to cure any Title Objections within the Title Cure Period that, in the reasonable opinion of the Title Company or Buyer, must be cured in order to deliver good and marketable title, Buyer shall have until the date that is five may, as its sole and exclusive remedy, and upon written notice to Seller within fifteen (515) days after expiration of the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from BuyerCure Period, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction in which event the ▇▇▇▇▇▇▇ Money shall be deemed fully refunded to be Buyer’s election . Any changes to terminate this Agreement. On the Title Commitment or before the Survey prior to the Closing Date (defined below)and subsequent to the Buyer's receipt of the Title Commitment or Survey will be subject to the Title Objections procedures of this Section 11.3, Seller shall remove all Exceptions to which commencing as of the date Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsobtains knowledge of such change."

Title Objections. At any time during the Due Diligence Period, Buyer may notify Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report in writing (the "Preliminary Report"“Title Objection Notice”) from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of any objections Buyer may have to Seller’s title to the PropertyHotel disclosed by any title report obtained by Buyer from the Title Company or any matters disclosed by any survey of the Land and Improvements obtained by Buyer (collectively, together with complete the “Title Objections”), which notice shall also include a copy of such title report and legible copies survey. Subject to the provisions of all documents shown therein as exceptions Section 6.2 below, any item contained in the title report or in the survey to title which Buyer does not object during the Due Diligence Period shall be deemed acceptable to Buyer ("collectively, the “Agreed Exceptions"”). If Buyer shall have until timely provide the date that Title Objection Notice to Seller, then Seller may elect to cure such objections, including without limitation, by endorsement or other title insurance action, by providing written notice thereof to Buyer (the “Title Objection Response”) within seven (7) days of Seller’s receipt of the Title Objection Notice. If Seller is unable to or elects not to satisfy Buyer’s objections, then Buyer may terminate this Agreement as provided in Section 5.1 above, by providing written notice of such termination within five (5) days after of Buyer’s receipt of the Title Company delivers the Preliminary Report and Exceptions Objection Response. If Seller has made an offer to Buyer within to cure any Title Objection made by Buyer, which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from has been accepted by Buyer, Seller shall give use its reasonable efforts to so cure said Title Objection on or prior to Closing, but shall not be in default hereunder for Seller’s failure to do so. In the event that Seller is unable to so cure said Title Objection on or prior to the Closing, then Buyer may terminate this Agreement by delivering written notice of whether it is willing such termination to Seller and able Escrow Agent, in which event Escrow Agent shall disburse the entire ▇▇▇▇▇▇▇ Money to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shalland, with respect to liens upon such disbursement, this Agreement shall automatically terminate, and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed null and void and of no further force or effect, and neither party shall have any rights or obligations against or to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to other except those which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive such termination."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. 5.3.2 No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date (defined below)Date, Seller shall remove all Exceptions to Buyer may terminate this Agreement, in which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."event Sections 4.3(a) through

Title Objections. Seller shall request Escrow Agent to cause has caused to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after insurance commitment issued by the Title Company delivers (the Preliminary Report and Exceptions to “Title Commitment”) at the sole cost of Seller. If Buyer within which determines that any matter or matters shown on the Survey or the Title Commitment are unacceptable, Buyer has until the fifth (5th) calendar day after the Effective Date, to give notice in writing to Seller of such objections which Buyer may have to the Title Commitment and the Survey (the “Title Objections”). If Buyer fails to give any objection notice of Title Objections to Seller by such title or date, Buyer is deemed to waive this right to object to any liens title exceptions or encumbrances affecting defects in the PropertyTitle Commitment or the Survey. Within five (5) days after receipt of such notice from Buyer, Buyer has the continuing right to raise Title Objections should any new exceptions appear when Seller shall give Buyer written notice of whether it is willing and able updates the Title Commitment prior to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from the Title Objections, Seller (the "Title Contingency Date"), shall notify Buyer shall elect whether toeither that: (i) purchase Seller will correct such Title Objections; or (ii) Seller will not correct such Title Objections. In the Property subject event that Seller elects to those objected-correct such Title Objections, Seller shall correct such Title Objections at or prior to Exceptions which the Closing. In the event that Seller is elects not willing or able to removecorrect such Title Objections, Buyer will have the right, in its sole discretion, to either: (i) accept title “as is”; or (ii) terminate this Agreement, in which event the Deposit will be promptly returned to Buyer and the parties hereto will be released from any further liabilities or obligations hereunder. If Buyer fails Notwithstanding the provisions of this Section 4.2 and regardless of whether included in the Title Objections, Seller shall, at Seller’s sole expense, release at or prior to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects liens and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in encumbrances securing the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionspayment of money."

Title Objections. Within twenty (20) day of the Effective Date, Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is twenty-five (525) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer Effective Date within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that were created by Seller and that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement, in which case the Escrow Agent shall promptly return any E▇▇▇▇▇▇ Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be CPS-Commercial Property Services (the “Seller’s Broker”) has delivered to the Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated dated May 23, 2003, with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Property, together with complete documents and legible copies of all documents shown therein as information pertaining to the exceptions to title listed in such report ("Exceptions"the “PTR”). At least ten (10) days prior to the conclusion of the Inspection Period, Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions deliver, or cause to Buyer within which to give notice in writing be delivered, to Seller written notice of any all exceptions to title contained in the PTR which Buyer desires to have removed (collectively, the “Title Objections”). Those exceptions to title which Buyer does not submit written objection to such title or shall be considered to any liens or encumbrances affecting be permitted Exceptions (collectively, the Property“Permitted Exceptions”). Within five (5) days after of Seller’s receipt of such notice from Buyerthe Title Objections, Seller shall give deliver or cause to be delivered to Buyer written notice of stating whether it is willing and able or not Seller will remove or cause Title Company to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released insure around each Title Objection by the payment of moneyClosing Date. Buyer’s reasonable consent shall be required, eliminate such exceptions in the event Seller seeks to title on or before Closinghave Title Company insure over any Title Objections, as opposed to removing them entirely. Within five (5) days after receipt of such notice from As to those Title Objections which Seller (the "Title Contingency Date")does not agree to remove, Buyer shall elect have until the conclusion of the Inspection Period to determine whether to: to (i) purchase the Property subject to those objected-to such Title Objections in which case they shall be deemed Permitted Exceptions which Seller is not willing or able to remove; or (ii) terminate deliver written notice to Seller terminating this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to in which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by event Buyer shall be deemed "Permitted Exceptionsentitled to the immediate full refund of the Deposit. For avoidance of doubt, Buyer’s failure deliver the notice provided in subsection (ii) above shall be considered Buyer’s acceptance of the Title Objections and election to proceed with the purchase of the Property."

Title Objections. Seller Purchaser, at its sole cost and expense, shall request Escrow Agent to cause to be delivered to Buyer ---------------- obtain a preliminary commitment for the issuance of a standard ALTA form owner's policy of title report insurance (the "Preliminary ReportTitle Commitment") from issued by a national title insurance company affiliated with the Escrow Agent of Purchaser's choice (the "Title Company"). The exceptions described on Exhibit B attached hereto and made a part hereof, showing and the status exceptions shown on --------- Schedule B, Section 2 of Seller’s title to the PropertyTitle Commitment and any applicable zoning ordinances, other land use laws and regulations, together with complete and legible copies taxes for the current year, shall be deemed the "Permitted Exceptions" for all purposes of all documents shown therein as exceptions to title ("Exceptions")this Agreement. Buyer Purchaser shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within January 31, 2000 in which to give notice in writing deliver to Seller a statement of any objection to such title or to any liens or encumbrances affecting the Propertyobjections. Within five (5) days after of receipt of such notice from BuyerPurchaser's objections, Seller shall give Buyer notify Purchaser as to which objections Seller elects to cure prior to closing. If Seller does not elect to cure such objections prior to closing, then, at the option of Purchaser, Purchaser may (a) terminate this Agreement by providing written notice of whether it is willing such termination to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser and able this Agreement shall be null and void and of no further force or effect, and the parties shall have no further rights, duties, liabilities or obligations hereunder, except as expressly set forth herein, or (b) proceed to remove the objected-close and take title subject to Exceptionssuch objectionable matter, which shall be deemed a Permitted Exception. Without the need for At any time after Seller's receipt of Purchaser's title objection by Buyernotice, Seller shallmay notify Purchaser in writing that Seller can not or will not satisfy such objections, with respect to liens and encumbrances that can be satisfied and released by the payment of moneyin such event, eliminate such exceptions to title on or before Closing. Within Purchaser shall have five (5) days after from receipt of such notice from Seller to elect either option (the "Title Contingency Date"), Buyer shall elect whether to: (ia) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (iib) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s electionabove, then and if Purchaser shall not make an election within such inaction five day (5) period, Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is conclusively deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionselected option (b) above."

Title Objections. If Seller receives Purchaser’s Title Objection Notice on or prior to the Title Deadline Date, Seller may elect (but shall request Escrow Agent not be obligated) to attempt to remove, or cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company")removed at its expense, showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("any Unpermitted Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written Purchaser notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five the two (52) days after receipt prior to the expiration of such notice from the Feasibility Period of its intention to cure any Unpermitted Exceptions and, if Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give so provide any such notice, Seller notice of Buyer’s election, then such inaction shall will be deemed to be Buyer’s election have elected not to terminate this Agreementcure any Unpermitted Exceptions. On or before the Closing Date If Seller elects (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreedelected) not to attempt to cure any Unpermitted Exceptions, Seller is willing Purchaser shall have the right to terminate this Agreement and able receive a refund of the Deposit or to removewaive such Unpermitted Exceptions and proceed to the Closing. All remaining Purchaser must make such election on or before the last day of the Feasibility Period. If Purchaser elects to proceed to the Closing, any Unpermitted Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "waived by Purchaser and, as a result, shall be deemed Permitted Exceptions. If Purchaser elects to terminate this Agreement, Purchaser shall promptly return or destroy (at Purchaser’s election, subject to Purchaser’s customary document retention policy) the Documents to Seller and, subject to the Surviving Termination Obligations, this Agreement shall terminate, the Deposit shall be delivered to Purchaser without that consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and thereupon neither party shall have any further rights or obligations to the other hereunder. Purchaser’s failure to provide written notice of its election to waive such Unpermitted Exceptions or to terminate this Agreement on or before the last day of the Feasibility Period shall be deemed an election by Purchaser to waive such Unpermitted Exceptions and to proceed to the Closing, in which case such Unpermitted Exceptions shall be deemed Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). 5.3.1 Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. 5.3.2 No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. 5.3.3 If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. 5.3.4 Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (defined below), Seller d) hereof shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsapply."

Title Objections. (1) Seller shall request Escrow Agent have no obligation to remove or cure title objections, except for [i] mortgages, deeds of trust (and all associated security instruments such as assignment of leases and rents and recorded UCC-1 financing statements) granted and other liens of an ascertainable amount created by Seller, which liens Seller shall cause to be delivered to Buyer a preliminary title report (released at the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company")Closing, showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as [ii] any exceptions or encumbrances to title ("Exceptions"). Buyer shall have until which are created by Seller after the date that is five of this Agreement without Purchaser’s consent, [iii] non-consensual liens not exceeding Fifteen Thousand and No/100 Dollars (5$15,000.00) days after in the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller aggregate (but expressly excluding notices of commencement, liens or claims of lien for work or materials performed or supplied by or on behalf of any objection tenant) and [iv] any and all recorded judgments against Seller or the Premises, which liens Seller shall cause to such title or to any liens or encumbrances affecting be released at the PropertyClosing. Within five (5) days after receipt of such notice from BuyerIn addition, Seller shall give Buyer have no obligation to provide any affidavits, personal undertakings or title indemnities to the Title Insurer respecting the issuance of the Title Policy or any endorsements to the Title Policy; provided, that Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Insurer, which will permit the Title Insurer to remove the standard “mechanics lien” and “GAP” exceptions. (2) If any update to the Title Commitment issued after the Due Diligence Period discloses any exception other than the Permitted Exceptions (a “New Exception”), Purchaser may object to such New Exception by delivering written notice of whether it is willing and able the same (a “New Exception Notice”) to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment within two (2) business days of money, eliminate such exceptions to title on or before Closing. Within five (5) days after Purchaser’s receipt of such notice from the updated Title Commitment, in which event Seller (may elect to cure the "Title Contingency Date")same, Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."as

Title Objections. If any of the following shall occur (collectively a "Title Objection"): The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller shall request Escrow Agent has title to the Property covered by the Title Commitment; Any title exception is disclosed in Schedule B to the Title Commitment that is not one of the Permitted Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be delivered deleted from the Title Commitment concurrently with the Closing, including: (i) any exceptions that pertain to encumbrances securing any loans that will not be assumed by Buyer; and (ii) any exceptions that Buyer a preliminary title report reasonably believes could materially or adversely affect ▇▇▇▇▇'s use and enjoyment of the Property; or Any Survey discloses any matter that Buyer reasonably believes could materially or adversely affect Buyer's use and enjoyment of the Property; then Buyer shall notify Seller in writing (the "Preliminary ReportBuyer's Notice") from a title company affiliated with of such matters within ten (10) business days after receiving all of the Escrow Agent (the "Title Company")Commitment, showing the status of Seller’s title to the Property, together with complete Survey and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting Recorded Documents for the Property. Within five Cure. Seller shall use its reasonable efforts to cure each Title Objection within thirty (530) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it ’s Notice. If each Title Objection is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five not cured within thirty (530) days after receipt of such notice from Seller (the "Title Contingency Date")days, Buyer shall elect whether will have the option to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeterminate this Agreement; or (ii) terminate this Agreementwaive the Title Objection and proceed to close. If Any Title Objection that the Title Company is willing to insure over on terms acceptable to Seller and Buyer fails is herein referred to give Seller notice of Buyer’s electionas an "Insured Exception." The Insured Exceptions, then such inaction together with any title exception or matters disclosed by the Survey not objected to by Buyer in the manner aforesaid shall be deemed to be Buyer’s election acceptable to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "are “Permitted ExceptionsEncumbrances”."

Title Objections. Seller shall request Escrow Agent Purchaser agrees to cause to be delivered to Buyer a preliminary forthwith order two (2) title report reports and surveys for the Property (the "Preliminary Report") from a title company affiliated with the Escrow Agent (hereinafter collectively, the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("ExceptionsCommitment"). Buyer Purchaser shall have until 5:00 p.m. on the date that is five twenty-first (521st) days day after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Effective Date (defined below), to advise Seller shall remove all Exceptions in writing as to the existence of any objections to title (other than Permitted Exceptions) which are reflected in the Title Commitment and are required to be cured in order for Seller to deliver such state of title as required pursuant to the provisions of paragraph 4. All matters to which Buyer Purchaser so objects (other than Permitted Exceptions) are hereinafter referred to as the "Non-Permitted Encumbrances"; if no such notice of objection is given, then it shall be deemed that all matters reflected by the Title Commitment are "Permitted Exceptions" and Purchaser shall accept title subject to same. The Non-Permitted Encumbrances, subject to which Purchaser elects to purchase the Property, shall thereafter be Permitted Exceptions. In the event that Purchaser shall timely advise Seller agreesas to the existence of Non-Permitted Encumbrances, or is deemed to have agreed, and Seller is willing to cure such Non-Permitted Encumbrances (or if Seller is otherwise required to cure such Non-Permitted Encumbrances pursuant to the further provisions of this paragraph), then Seller shall be entitled to reasonable adjournments of the Closing Date, but not to exceed thirty (30) days, within which to clear such Non-Permitted Encumbrances. If for any reason the Seller shall fail to convey at closing a title, subject to and in accordance with paragraph 4 of this Agreement, or fail to comply with the commitments, representations or conditions on the part of the Seller to be performed as set forth herein, the sole obligation of the Seller shall be to direct the Title Company to refund the ▇▇▇▇▇▇▇ Money to Purchaser, unless Purchaser shall elect to close title pursuant to the provisions of the following paragraph, in which event Purchaser shall have the remedy of specific performance without abatement in the Purchase Price, as provided in paragraph 10(c) of this Agreement. Upon the return of the ▇▇▇▇▇▇▇ Money, the Purchaser shall have no further claim against the Seller nor any lien against the Property, and the Purchaser shall at that time surrender this contract for cancellation. Without limiting the generality of the foregoing, it is specifically agreed that the Seller shall not be required to bring any action or proceeding or otherwise to incur any expenses in excess of Five Hundred Thousand ($500,000)) Dollars plus the amount necessary to pay any real estate taxes, water charges and mortgages (excluding the Existing Mortgage) encumbering the Property, in order to render the title to the Property insurable. Notwithstanding the foregoing, Purchaser may nevertheless close title hereunder by accepting such title or other state of facts as the Seller may be able to removeconvey, without reduction of the purchase price, and without any other liability on the part of the Seller. All remaining Exceptions set forth in The acceptance of a deed by the Preliminary Report and those Exceptions caused by or agreed to by Buyer Purchaser shall be deemed "Permitted Exceptionsto be a full performance and discharge of every agreement and obligation on the part of the Seller to be performed pursuant to the provisions of this agreement except those, if any, which are herein specifically stated to survive the delivery of the deed."

Title Objections. Seller shall request Escrow Agent shall, as part of the Investigation Documents required hereunder, deliver to cause to be delivered to Buyer Purchaser a preliminary copy of the existing title report (the "Preliminary Report") from a title company affiliated insurance policy with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Real Property, together with complete and legible copies of all instruments and documents shown referred to therein as exceptions which are in Seller’s possession. Purchaser, at its sole cost and expense, shall obtain a commitment for an owner’s title insurance policy with respect to title the Real Property ("the “Commitment”) issued by First American Title Insurance Company (the “Title Company”), together with complete and legible copies of all instruments and documents referred to therein (collectively, the “PTR Exceptions"”). Buyer , which Commitment shall have until the date that is five (5) days after obligate the Title Company delivers to issue, at Purchaser’s sole cost and expense on owner’s title insurance policy at Closing (the Preliminary Report and Exceptions “Title Policy”). Purchaser shall provide to Buyer within which to give notice Seller the contact information of the Title Company as soon as practicable. Purchaser shall on or before the expiration of the Objection Period, object in writing to Seller any PTR Exceptions or any other matter or encumbrance set forth on the Commitment. Notwithstanding anything to the contrary contained herein, but subject to Section 8.1(b), in the event that Purchaser fails to deliver any objections to the PTR Exceptions or the Commitment prior to the expiration of any objection the Objection Period, Purchaser shall be deemed to such title or have waived its right to object to any liens PTR Exceptions or any matters or encumbrances affecting set forth on the PropertyCommitment, and all PTR Exceptions and any matters or encumbrances set forth on the Commitment shall be deemed to be Permitted Exceptions. Subject to Sections 1.3(j) and 4.1(b), in the event that that any liens, easements or encumbrances to title are recorded of record after the expiration of the Due Diligence Period and which arise by, under or through a third party, (I) Purchaser shall have the right to object to same by delivering a written objection letter to Seller within three (3) Business Days after Purchaser obtaining knowledge of same and (II) if Purchaser fails to object to same by within such three (3) Business Day period referred to in clause (I) above, Purchaser shall be deemed to have waived its right to object to same and same shall be deemed to be Permitted Exceptions. Within five (5) days Business Days after the timely delivery of a notice of objection pursuant to this Section by Purchaser, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure such objections. If Seller elects to attempt to cure any such objections, Seller shall have until the Closing Date to attempt to remove, satisfy or cure such objections to the satisfaction of Purchaser (in Purchaser’s reasonable discretion) and shall use commercially reasonable efforts to attempt to remove, satisfy or cure such objections, and for this purpose Seller shall be entitled to adjourn the Closing pursuant to Section 8.1(b). If Seller elects not to cure any such objections, Purchaser shall elect, within three (3) Business Days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (that Seller has elected not attempt to cure any such objections or that Seller is unable to effect a cure of such objections, as the "Title Contingency Date")case may be, Buyer shall elect whether toone of the following options: (i) purchase to accept a conveyance of the Property Hotel subject to those objected-to the applicable Permitted Exceptions which and any such objections that Seller is not willing unwilling or able unable to removecure (in which case such objections shall become a Permitted Exception), and without reduction of the Purchase Price; or (ii) to terminate this AgreementAgreement by delivering to Seller a written notice of termination, whereupon (A) this Agreement shall automatically terminate, (B) the Escrow Agent shall immediately release and return the ▇▇▇▇▇▇▇ Money (including any interest accrued thereon) to Purchaser, (C) each party shall pay one-half (1/2) of the expenses of escrow and (D) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligations. If Buyer fails Purchaser shall fail to give notify Seller notice in writing of BuyerPurchaser’s electionelection of option (i) or (ii) referred to above in this Section within the applicable period, then such inaction Purchaser shall be deemed to be Buyer’s election have elected to terminate this Agreement. On or before accept the Closing Date conveyance of the Hotel under clause (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsi) above."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer (a) If (i) an amendment, update or continuation of a preliminary title report (the "Preliminary Report") from Commitment shows a title company affiliated with the Escrow Agent (the "Material Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date Exception that is five (5) days after raised by the Title Company delivers for the Preliminary Report and Exceptions first time after the Effective Date, or (ii) a Material Title Exception on a survey appears for the first time after the Effective Date, in each case, to Buyer which Purchaser does not consent (each, a “Title Exception”), Purchaser will provide Seller with written notice of the Title Exception(s) raised by such matter (the “Title Objection Notice”) within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of same. Purchaser’s failure to make such notice from Buyer, Seller shall give Buyer written notice objections within such period will constitute a waiver by Purchaser of whether it is willing and able to remove the objected-to any such Title Exceptions. Without For purposes hereof, the need for objection by Buyer, Seller term “Material Title Exception” shall, with respect to liens Real Property, refer to any title matters that in the mutually agreeable opinion of both parties diminishes the value of the Real Property individually, or when aggregated with any other title matters for all Real Property collectively, by more than Five Hundred Thousand and encumbrances that can be satisfied No/100 Dollars ($500,000.00). (b) If Purchaser does timely provide a Title Objection Notice to Seller, Seller may endeavor to cure all such Title Exceptions (though Seller shall have no obligation to cure), and released by Seller shall have the payment of money, eliminate such exceptions right to title on or before Closingadjourn the Closing for up to ninety (90) days to do so. Within Seller’s failure to deliver a response to the Title Objection Notice within five (5) days after Purchaser’s delivery of a Title Objection Notice shall be deemed Seller’s election not to endeavor to cure such title objection. Purchaser, within five (5) days after the earliest to occur of (a) Seller notifying Purchaser of its election (or Seller’s deemed election in accordance with the immediately preceding sentence) not to endeavor to cure such title objection, (b) Seller notifying Purchaser that it is unable or unwilling to cure a Title Exception it previously notified Purchaser it would endeavor to cure and (c) ninety (90) days from the Purchaser’s delivery of the Title Objection Notice if such Title Exception remains uncured, shall notify Seller that it will either close notwithstanding the Title Exceptions identified in the Title Objection Notice without any reduction in the Sales Price or that it terminates this Agreement. Purchaser’s failure to deliver such termination notice shall be deemed Purchaser’s election to close notwithstanding such Title Exceptions. (c) If Purchaser terminates this Agreement pursuant to Section 5.3(b) above, Seller may elect by written notice to Purchaser, within ten (10) days after receipt of the termination notice, to nullify the termination notice by depositing into escrow with the Title Company pursuant to an escrow agreement to be mutually reasonably agreed by the Parties, the amount by which the Title Exception(s) in question diminishes the value of the applicable Real Property (such notice from Seller amount to be mutually reasonably agreed upon by the Parties) (the "“Escrowed Title Contingency Date"Funds”), Buyer and Purchaser shall elect whether to: close the transaction contemplated by this Agreement notwithstanding such Title Exception. After the Closing, subject to the next sentence, Seller may endeavor to cure such Title Exception for a period of up to three (3) months from the Closing Date. If the Title Exception is not cured on or prior to three (3) months after the Closing Date, or if at any time during such three (3) month period Seller notifies Purchaser that it will cease efforts to cure such Title Exception, the Escrowed Title Funds shall be released to the Partnership and thereafter Seller shall have no further obligations hereunder in respect of the Title Exception. If Purchaser terminates this Agreement and Seller does not nullify such termination, the Deposit shall be returned to Purchaser by the Title Company, Purchaser shall retain all rights and remedies under Section 10.1(b) with respect to the intentional creation by Seller of a Material Title Exception and, thereafter, the Purchaser and Seller shall have no further rights, liabilities or obligations hereunder, save and except that Purchaser will continue to be liable for the obligations set forth in Sections 7.4, 10.11, 10.15 and 10.16 (the “Surviving Obligations”). The provisions of this Section 5.3(c) shall survive the Closing. (d) Seller will be deemed to have duly cured any defects in title if Seller causes the Title Company to agree to provide the Purchaser, at Closing (at no cost to the Purchaser), with specific title insurance insuring the applicable Owner over any loss occasioned by such defects, pursuant to an endorsement reasonably satisfactory to the Purchaser. Notwithstanding the foregoing or anything to the contrary set forth in this Section 5.3, Seller agrees, and shall be obligated to satisfy, by payment or other appropriate measure of satisfaction as agreed to by Seller, either prior to Closing or simultaneously with Closing by using proceeds from the sale, (i) purchase any mortgages, deeds of trust or similar security instrument created or assumed by any Seller, Holdco Subsidiary, General Partner or Owner in respect of the Property subject Interests or the Properties (other than the Existing Loan to those objected-to Exceptions which Seller is not willing or able to remove; be indirectly assumed by the Purchaser), or (ii) terminate this Agreement. If Buyer fails any other liens against title to give the Real Property of parties claiming by, through or under the Seller notice of Buyer’s election(but not Tenants or Third-Party Ground Lessors, then provided the applicable Tenant or Third-Party Ground Lessor is obligated to remove or otherwise cure such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On lien under its Lease or before the Closing Date (defined below)Ground Lease and, in such case, Seller shall use reasonable efforts consistent with its past practices to cause such Tenant or Third-Party Ground Lessor to remove all Exceptions or cure such lien, but in no event shall Seller be required to which Buyer objects and which Seller agrees, cause Tenant or is deemed Third-Party Ground Lessor to have agreed, Seller is willing and able cure such lien prior to remove. All remaining Exceptions set forth Closing nor shall the Closing be delayed as a result of such lien) that (solely in the Preliminary Report and those Exceptions caused case of this clause (ii)) are curable solely by or agreed the payment of a liquidated amount of money not to by Buyer shall be deemed "Permitted Exceptionsexceed One Million Dollars ($1,000,000.00) in the aggregate."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer ▇▇▇▇▇ fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (defined below), Seller d) hereof shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsapply."

Title Objections. Seller PC Member has provided TCG Member with an opportunity to review title for each of the Properties. TCG Member may submit objections thereto to PC Member by not later than August 25, 2008 (“Title Objections”); provided, however, that clauses (a) through (i) of Permitted Encumbrances shall request Escrow Agent to cause not be deemed to be delivered Title Objections. Any title encumbrances or exceptions that are set forth in the PTC to Buyer a preliminary title report which TCG Member does not object during the period specified above or that do not exceed the Title Objection Threshold (the "Preliminary Report"as hereinafter defined) from a title company affiliated with the Escrow Agent (the "Title Company"), showing shall be deemed to be permitted exceptions to the status of SellerPC Member’s title (the “Permitted Exceptions”). Without limiting the provisions of the immediately succeeding sentence, PC Member will work with TCG Member and Title Company to cure and remove the Title Objections prior to Closing. If, by September 19, 2008, (A) the aggregate value of the underlying Properties that remain subject to the PropertyTitle Objections does not total more than one percent (1%) of the TCG Member Contribution (the “Title Objection Threshold”), together then TCG Member shall accept the status of the title and proceed to Closing without further action with complete regards to such remaining Title Objections; provided, however, that (i) PC Member will work with TCG Member and legible copies Title Company to cure and remove the Title Objections prior to Closing and (ii) the Title Objection Threshold shall not apply to any title objection relating to a Title Failure and TCG Member shall be permitted to object to all Title Failures affecting the Properties; or (B) the aggregate value of all documents shown therein as exceptions the underlying Property that remains subject to title the Title Objections equals or exceeds the Title Objection Threshold, then PC Member must either, at PC Member’s sole discretion, ("Exceptions"). Buyer shall have until the date that is five (5i) days after cause the Title Company delivers to issue the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection title insurance policy without reference to such title or to any liens or encumbrances affecting the Property. Within five remaining Title Objections (5) days after receipt of such notice from Buyerin other words, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"“insure around” an exception), Buyer shall elect whether to: (i) purchase without a reduction in the Property subject to those objected-to Exceptions which Seller is not willing or able to removeTCG Member Contribution; or (ii) terminate this Agreementremove that portion of the Fee Property (and/or the Leased Property, if applicable) in excess of the Title Objection Threshold from the transactions contemplated herein, whereupon the TCG Member Contribution will be reduced by the value of such Property so removed (“Title Objection Carveout”). If Buyer fails In the event PC Member and TCG Member cannot agree as to give Seller notice the amount of Buyer’s electiondiminution in value of the Property removed from the transaction, then the provisions of Article10 shall apply. Any such inaction excluded acreage shall be deemed aggregated with such surrounding acreage as may be reasonably necessary to create an economically feasible and marketable parcel, in PC Member’s sole discretion, of not less than 40 acres in size. In the event of any such carve-outs, PC Member shall reserve or TCG Member shall grant such rights for ingress, egress and utilities as may be Buyer’s election required to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsaccess such parcel."

Title Objections. Seller shall request Escrow Agent Purchaser will have until the expiration of the Due Diligence Period to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s examine title to the PropertyProperty and the survey and, together with complete and legible copies of all documents shown therein as in Purchaser’s reasonable discretion to deliver a written notice to Seller (an “Objection Notice”) objecting to any exceptions to title disclosed, other than those listed on Exhibit O attached hereto, on the Title Commitment and to any matters disclosed on the survey ("“Exceptions"”). Buyer Purchaser acknowledges that those exceptions listed on Exhibit O and any exceptions created by Tenant or with the express written consent of Tenant (which such consent shall have until the date expressly referenced this Section 8.3 of this Agreement to be binding upon Purchaser) have been previously disclosed to Tenant and that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of Purchaser has waived any objection objections to such title or Exceptions. Upon receipt of an Objection Notice, Seller may elect, but is under no obligation to, by delivering written notice to any liens or encumbrances affecting the Property. Within five Purchaser within three (53) business days after receipt of such notice from Buyeran Objection Notice, Seller shall give Buyer written notice to remove or agree to remove some or all of whether it is willing and able the objectionable Exceptions. Seller’s failure to elect to remove or agree to remove the objected-objectionable Exceptions within such three (3) business day period shall be deemed Seller’s refusal to remove or agree to remove the objectionable Exceptions. Without If Seller does not remove or agree to remove the need for objection by Buyerobjectionable Exceptions, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five then within three (53) business days after receipt Seller’s refusal (or deemed refusal) to remove or agree to remove the objectionable Exceptions, Purchaser may terminate this Agreement by delivering written notice to Seller and Escrow Agent, in which case, Escrow Agent shall promptly return the Deposit to Purchaser and the parties shall have no further rights or obligations under this Agreement except for those obligations which expressly survive the termination of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer Purchaser fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this AgreementAgreement in accordance with the terms of this Section 8.3, then the Exceptions, and any and all matters of record, except those matters Seller has removed or agreed to remove in writing, will constitute “Permitted Exceptions”. On or before the Closing Date (defined below)Closing, Seller shall remove all any Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able agrees in writing to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report"i) from a title company affiliated with the Escrow Agent Within twenty (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (520) days after the Purchaser’s receipt of both the Title Company delivers Commitment and an existing survey of the Preliminary Report and Exceptions to Buyer within which to give notice Property, if in Seller’s possession (the “Existing Survey”), Purchaser shall notify Seller in writing of Purchaser’s objection to any exceptions or other title matters shown on the Title Commitment or the Existing Survey that render title unmarketable (the “Title Objections”). If any of the Title Objections is not removed or resolved by Seller to Purchaser’s satisfaction within ten (10) days following Seller’s receipt of the Title Objections, then Purchaser shall have the option, as its sole remedy, upon written notice to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five no later than fifteen (515) days after following Seller’s receipt of such notice from Buyerthe Title Objections, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement, in which event the Initial Deposit shall be promptly returned to Purchaser and neither party will have any further obligations or liability hereunder, except for those obligations expressly stated to survive such termination. On Purchaser may, at Purchaser’s sole cost and expense, cause the Existing Survey to be updated or before obtain a current ALTA survey for the Closing Date Property, provided the foregoing shall not delay or otherwise affect the timing or deadlines herein provided. (defined below), Seller shall remove all Exceptions ii) Purchaser’s failure to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in timely deliver the Preliminary Report and those Exceptions caused by or agreed to by Buyer Title Objections shall be deemed "Purchaser’s acceptance of the matters disclosed by the Title Commitment and the Existing Survey. If Purchaser does not terminate this Agreement by reason of any of the Title Objections, as provided in this Section 2.01, then such Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted ExceptionsEncumbrance."

Title Objections. Seller (a) If any exceptions appear in the Title Commitments, Title Documents or Surveys that Buyer determines in good faith are unacceptable to it, then Buyer shall, within the Inspection Period, provide written notice to Sellers and Title Company of such unacceptable exception(s) (“Unpermitted Exceptions”). If Buyer fails to disapprove an item reflected therein by written notice received by Sellers and Title Company within the Inspection Period, Buyer shall request Escrow Agent be deemed to cause have unconditionally approved such item. Notwithstanding the foregoing, monetary liens, other than those relating to Assumable Loans to be delivered assumed by Buyer, are “Unpermitted Exceptions” whether or not objected to Buyer a preliminary title report by Buyer, and must be satisfied or released at Closing (the "Preliminary Report"b) from a title company affiliated with the Escrow Agent (the "Title Company")Sellers may, showing the status of Seller’s title at Sellers’ option, attempt to eliminate or modify such Unpermitted Exceptions to the Propertyreasonable satisfaction of Buyer, together with complete although Sellers shall not be obligated to do so, and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Sellers shall provide Buyer shall have until the date that is written notice within five (5) business days after the Title Company delivers the Preliminary Report and Exceptions of receipt of Buyer’s written notice of Sellers’ intention of whether or not to Buyer within which attempt to eliminate such Unpermitted Exceptions. If Sellers choose not to eliminate such condition, or if Sellers fail to give notice within the five (5) business day period set forth above of Sellers’ election to cure such condition, then within five (5) business days thereafter, Buyer may, by notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from BuyerSellers, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase terminate this Agreement, and the Property subject E▇▇▇▇▇▇ Money shall be refunded to those objected-to Exceptions which Seller is not willing or able to remove; Buyer or (ii) terminate this AgreementAgreement with respect to any Project(s) as to which Sellers have not agreed to eliminate the Unpermitted Exceptions, in which event the Acquisition Value shall be reduced by the allocable portion thereof attributable to such Project(s) (any such election to terminate as to a Project and reduction of the Acquisition Value being a “Project Withdrawal”). If Notwithstanding the preceding sentence, if Buyer fails to give Seller notice of Buyer’s electiondoes not terminate this Agreement within such five (5) business day period, then such inaction Buyer shall be deemed to have unconditionally accepted such title subject to such Unpermitted Exceptions and, if the Closing occurs, Buyer shall purchase the Projects subject to such Unpermitted Exceptions. If Sellers elect to attempt a cure, but are unable to cure an Unpermitted Exception by the Closing Date, then Buyer may terminate this Agreement by notice in writing to Sellers, and the E▇▇▇▇▇▇ Money shall be refunded to Buyer’s election . If the Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have unconditionally accepted title subject to such Unpermitted Exception and the parties shall proceed with Closing as scheduled. On or before The matters shown on the Closing Date (defined below), Seller shall remove all Exceptions to Title Commitments and Surveys which Buyer objects and which Seller agrees, approves or is deemed to have agreed, Seller is willing and able approve pursuant to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer this Section 6.3 shall be deemed "constitute Permitted Exceptions."

Title Objections. (a) Purchaser shall have until September 4, 2007 (the “Title Review Period”) to object to any matter which is either (i) not a Permitted Exception pursuant to Section 1.2 or (ii) a matter which as to the tract or parcel of land which is encumbered by such matter, would impair, in Purchaser’s reasonable judgment, the value of such tract or parcel of land as timberland by giving written notice to Seller (any such matter, collectively, a “Title Defect”) on or before the last day of the Title Review Period. Seller shall request Escrow Agent have the right to cure or remove all Title Defects at or prior to Closing; provided, however, that Seller will cause any Lien (other than any Liens for Taxes not yet due and payable, or being contested in good faith by appropriate proceedings) by, through or under Seller encumbering the Seller Land to be delivered satisfied or otherwise released on or before the Closing. In the event Purchaser failed to Buyer give notice to Seller on or before the expiration of the Title Review Period, such exception will be deemed to be a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s Permitted Exception and Purchaser will be deemed to have agreed to accept title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection Land subject to such title or to any liens or encumbrances affecting exception. (b) In the Property. Within five (5) days after receipt of event that Purchaser gives such notice from Buyer, Seller shall give Buyer written notice of whether it objection to any such exception that is willing a Title Defect, which notice shall describe and able to remove specify the objected-to Exceptions. Without county of the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller defective parcel (the "Title Contingency Date"“Defective Parcel”), Buyer and Seller fails to cure or remove such exception by not later than five days prior to the Closing, Purchaser shall elect whether provide written notice to Seller prior to Closing that Purchaser desires either to: (i) purchase waive the Property subject Title Defect and accept title to those objected-the Defective Parcel with no adjustment to Exceptions which Seller is not willing or able to remove; the Purchase Price therefor or (ii) terminate this Agreementexclude the Defective Parcel from the Seller Land (the “Deleted Parcel”) and reduce the Purchase Price as provided in Section 9.4(c) below. If Buyer fails to give In the event the aggregate sum of the Title Defects exceeds twenty percent (20%) of the Purchase Price, either Purchaser or Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election may elect to terminate this Agreement. On , in which case neither Party shall have any further liability or before obligation to the Closing Date other hereunder except as to all obligations of Seller and Purchaser imposed by the Confidentiality Agreement, which shall survive such termination and be enforceable in accordance with the terms thereof. (defined below)c) If the Parties are unable to mutually agree on said value, the value of any Deleted Parcel from the Seller Land shall be equal to the average purchase price per acre of the Seller Land multiplied by the number of acres in said Deleted Parcel. (d) Purchaser shall grant to Seller, without costs, access easements over and across the Seller Land upon reasonable terms and over reasonable routes as may be necessary for Seller’s access to any Deleted Parcels, and Seller shall grant to Purchaser, without costs, access easements over and across the Deleted Parcels upon reasonable terms and over reasonable routes as may be necessary for Purchaser’s access to the Seller Land. (e) If within one year after the Closing, Seller cures the Title Defect on a Deleted Parcel in accordance with applicable Law and to Purchaser’s reasonable satisfaction, and notifies Purchaser thereof in writing, Purchaser shall remove all Exceptions have the option, exercisable by written notice to Seller, to purchase the Deleted Parcel from Seller at a price equal to the value by which Buyer objects the Purchase Price was reduced because of the Deleted Parcel (and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions otherwise on the terms set forth in this Agreement), provided that the Preliminary Report Deleted Parcel is in substantially the same condition, reasonable wear and those Exceptions caused tear excluded, as it was as of the date of Closing. The Parties shall close the purchase and sale of any such Deleted Parcel on a date no more than sixty (60) days after Purchaser so notifies Seller that Purchaser desires to purchase such Deleted Parcel (or on such other date as Purchaser and Seller may agree), and at such closing the Parties shall take the actions (and bear the costs) with respect to the purchase and sale of such Deleted Parcel that would have been taken (or borne) by or agreed to by Buyer such Party under this Agreement had the Deleted Parcel been included in the Seller Land, and such closing thereafter shall be deemed "Permitted Exceptionsconsidered the “Closing” with respect to such parcel for all purposes of this Agreement. This Section 9.4(e) shall survive the Closing."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (a) If, from and after the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title date hereof and prior to the PropertyClosing Date, together with complete and legible copies additional title exceptions that were not previously reported in the Title Commitment, shown on the Survey or otherwise known to Purchaser as of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is hereof come into existence and are shown on an update of the Title Commitment or Survey, Purchaser will notify Seller, within five (5) days after its knowledge thereof or by the Title Company delivers Closing Date (whichever is sooner) (the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller “New Objection Period”), of any objection reasonable objections that Purchaser may have to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such additional exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "“New Title Contingency Date"Objections”); provided, Buyer however, that Purchaser shall elect whether not be entitled to object to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction and shall be deemed to have approved as Permitted Encumbrances, any title exceptions (i) which do not materially adversely affect (A) the present use of the Property or (B) the market value thereof; (ii) over which the Title Company is willing to insure at no additional cost (or, if there is additional cost, if Seller will pay the cost); (iii) against which the Title Company is willing to provide affirmative insurance against collection from the Property or interference with the current use of the Property; (iv) which set forth any and all laws, regulations and ordinances including, without limitation, all environmental, building and zoning restrictions affecting the Property or the ownership, use or operation thereof adopted by any Governmental Authorities having jurisdiction over the Property or the ownership, use or operation thereof, and all amendments or additions thereto now in effect or which may be Buyer’s election in force and effect on the Closing Date with respect to terminate the Property; (v) which set forth any and all unpaid personal property, real estate and excise taxes, and all water, sewer, utility, trash and other similar charges, in each case that are not yet due and payable as of the Closing with respect to the Property but may become or give rise to a lien on all or any portion of the Property (it being understood that such items will be subject to apportionment at such Closing as provided herein); (vi) which set forth each Lease as may be amended, supplemented or otherwise modified from time to time subject to the terms of this Agreement; or (vii) which set forth any liens, encumbrances or other defects or exceptions to title insurance coverage caused by the Investigations of the Property by Purchaser or Purchaser’s Representatives. On To the extent Purchaser fails to notify Seller within the New Objection Period of any New Title Objections, all matters set forth in the update of the Title Commitment or on the Survey shall be deemed Permitted Encumbrances. Likewise, to the extent Purchaser does notify Seller within the New Objection Period of New Title Objections, all matters set forth in the update of the Title Commitment or on the Survey that are not included as New Title Objections shall be deemed Permitted Encumbrances. (b) If Purchaser does so notify Seller of New Title Objections within the New Objection Period, Seller, upon written notice to Purchaser within ten (10) days of receipt of Seller’s notice of New Title Objections, shall attempt to cure such New Title Objections if Seller reasonably deems them curable, by eliminating them or having them modified to the reasonable satisfaction of Purchaser, and Seller may extend the Closing for one (1) or more periods not to exceed sixty (60) days in the aggregate (concurrent with any other adjournments taken by Seller hereunder), to attempt to cure such New Title Objections; provided, however, that Seller shall have no obligation to bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify New Title Objections that arise after the date of this Agreement and that would cost more than Two Hundred Thousand and No/100 Dollars ($200,000.00) in the aggregate to cure. Notwithstanding the immediately preceding sentence, (i) Seller hereby agrees to use commercially reasonable and good faith efforts to cure New Title Objections that consist of a lien or encumbrance against the Property arising by legal process as a result of a judgment having been entered against Seller and (ii) Seller hereby agrees to cure New Title Objections that consist of (A) a mortgage lien against the Property, (B) a lien or encumbrance against the Property arising by legal process in respect of delinquent real estate taxes and/or assessments or (C) any mechanic’s or materialman’s lien; provided, however, in no event shall Seller be obligated to discharge any such lien created solely by a Tenant in occupancy or an Adjoining Owner, and to such extent the same shall constitute a Permitted Encumbrance, but Seller shall, prior to Closing, use commercially reasonable efforts to cause such Tenant or Adjoining Owner to discharge same. If Purchaser notifies Seller within the New Objection Period of the New Title Objections and Seller does not elect or is unable to eliminate or modify the New Title Objections to the reasonable satisfaction of Purchaser on or before the Closing Date (defined belowas it may be extended pursuant hereto), then all obligations hereunder shall terminate, unless Purchaser waives such New Title Objections, in writing, within five (5) days of notice from Seller of its inability or unwillingness to eliminate or satisfactorily modify the New Title Objections, in which event, the transfer contemplated hereby shall remove all Exceptions close as scheduled with no adjustment to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to removethe Purchase Price. All remaining Exceptions The matters set forth in the Preliminary Report Title Commitment and those Exceptions caused any update thereof or on the Survey or any update thereof which are approved by Purchaser, waived by Purchaser or agreed deemed approved by Purchaser shall collectively constitute “Permitted Encumbrances” for all purposes under this Agreement. For purposes of this Agreement, and without intending to by Buyer expand the meaning of the phrase “commercially reasonable efforts”, the parties acknowledge that commercially reasonable efforts will not be interpreted as requiring the initiation or settlement of litigation or the payment of money (other than usual and customary expenses associated with negotiating and closing transactions of the nature set forth herein, including, without limitation, fees and expenses required to be paid under existing contractual obligations and processing or review fees and reimbursement for legal fees and other out-of-pocket expenses customarily required). (c) In the event of a termination of this Agreement under this Section 4.02, this Agreement shall be deemed "Permitted Exceptionsterminated and of no further effect and neither Seller nor Purchaser shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be returned to Purchaser by Escrow Agent (and in such circumstances Seller shall join with Purchaser in a written instruction to Escrow Agent to return or pay, as the case may be, the Deposit to Purchaser in the manner set forth in Section 3.02)." (d) Purchaser and Seller hereby acknowledge and agree that notwithstanding the terms of Articles XIII and XV hereof, the amount of the Pre-Closing Basket does not constitute an agreement between the parties as to a measure of any of the materiality concepts contained in this Article IV.

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until 11:59 p.m. (Pacific Time) on the date that is Title Approval Date to notify Seller in writing of any title exceptions identified in the PTR of which Buyer disapproves. Buyer’s failure to give any such notice by the Title Approval Date shall constitute Buyer’s approval of the condition of title as set forth in the PTR, and all of the exceptions in the PTR shall be deemed to be Permitted Exceptions. No more than five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Seller’s receipt of any such notice of disapproval from Buyer, Seller shall notify Buyer within which to give notice in writing to Seller of any objection disapproved title exceptions that Seller is unable or unwilling to such title cause to be removed or insured against prior to or at Closing; provided, however, notwithstanding anything in this Agreement to the contrary, at or before the Closing, Seller shall, at no cost or expense to Buyer: (i) remove any liens or encumbrances affecting securing a debt, any mechanic’s, materialman’s, or other monetary liens (other than the lien for property taxes not yet due and payable), and any judgments against Seller that affect the Property; (ii) satisfy the Title Company as to Seller’s power and authority to enter into this Agreement and to convey the Property to Buyer and otherwise consummate the transactions contemplated hereby; and (iii) execute such affidavits as are reasonably requested by the Title Company to cause the issuance of the Title Policy as hereinafter defined, in form and content reasonably acceptable to Seller. Within Seller’s silence as to any disapproved title exception constitutes Seller’s agreement to cause such exception to be removed or insured against on or before Closing. If Seller indicates its unwillingness or inability to cause the elimination of any disapproved title exception, including as a result of failing to respond within the five (5) days provided above, then Buyer will have five (5) days after its receipt of such notice from Buyer, Seller shall give Buyer written notice Seller’s notification (or expiration of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within said five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether today period for Seller’s response) to either: (i) purchase waive its objection to the Property subject disapproved title exception and cause this Agreement to those objected-to Exceptions which Seller is not willing or able to removeremain in full force and effect; or (ii) terminate this AgreementAgreement in accordance with the provisions of Sections 4.2 and 4.3 above. If Buyer fails to give notify Seller notice of Buyer’s electionits election of one of the two options stated in the preceding sentence within such 5-day period, then Buyer will be deemed to have waived its objection to any disapproved title exception, and any such inaction shall exception will be deemed to be a Permitted Exception. Buyer shall have the right to update its title and survey examinations of the Property until the Closing Date, and in the event that such update or examinations disclose any matters not identified in the original PTR delivered to Buyer (a “New Objection”), provided such New Objection was not caused by Buyer’s election , Buyer may deliver to terminate this AgreementSeller a statement of any New Objections, and Seller shall have until the Closing Date to cure any New Objections. On If Seller fails to cure all New Objections on or before the Closing Date Date, Buyer may terminate this Agreement, in which event Sections 4.3(a) through (defined below), Seller d) hereof shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsapply."

Title Objections. Seller shall request Escrow Agent (a) If any exceptions appear in the Title Commitments, Title Documents or Surveys that Buyer determines in good faith are unacceptable to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated it and that would unreasonably interfere with the Escrow Agent (the "Title Company")Buyer’s intended use of any Project, showing the status of Seller’s or that result in title to the Propertya Project not being insurable, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). then Buyer shall have until the date that is five (5) days after must, within the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give Review Period, provide written notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt and Title Company of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to unacceptable exception(s) (“Unpermitted Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"”), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give disapprove an item reflected therein by written notice received by Seller notice of Buyer’s electionand Title Company within the Title Review Period, then such inaction Buyer shall be deemed to have unconditionally approved such item. Notwithstanding that Buyer has until the end of the Title Review Period to provide notices of any Unpermitted Exceptions, Buyer shall use good faith efforts to provide such notices in an expeditious manner as and when Buyer completes its review of title and Surveys for each Project. (b) Seller may, at Seller’s option, attempt to eliminate or modify such Unpermitted Exceptions to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so, and Seller shall provide to Buyer written notice within three (3) business days of its receipt of Buyer’s written notice of Seller’s intention of whether or not to attempt to eliminate such Unpermitted Exceptions. Seller has no obligation to endeavor to cure any Unpermitted Exception raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an Unpermitted Exception. If Seller chooses not to eliminate such condition, or if Seller fails to give notice within the three business day period set forth above of its election to cure such condition, then within three (3) business days thereafter, Buyer may terminate this Agreement by notice in writing to Seller, and the E▇▇▇▇▇▇ Money shall be refunded to Buyer. Notwithstanding the preceding sentence, if Buyer does not terminate this Agreement within such three (3) business day period, Buyer shall be deemed to have unconditionally accepted such title subject to such Unpermitted Exceptions and Buyer must close the purchase of the Projects subject to such Unpermitted Exceptions. If Seller elects to attempt a cure, but is unable to cure an Unpermitted Exception by the Closing Date, then Buyer may terminate this Agreement by notice in writing to Seller, and the E▇▇▇▇▇▇ Money shall be refunded to Buyer. If the Buyer does not so elect to terminate this Agreement, Buyer shall be deemed to have unconditionally accepted title subject to such Unpermitted Exception and the parties shall proceed with Closing as scheduled. On or before The matters shown on the Closing Date (defined below), Seller shall remove all Exceptions to Title Commitments and Surveys which Buyer objects and which Seller agrees, approves or is deemed to have agreed, Seller is willing and able approve pursuant to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer this Section 6.3 shall be deemed "constitute Permitted Exceptions."

Title Objections. Seller Purchaser shall request Escrow Agent to cause have five (5) business days from ---------------- the last to be delivered to Buyer a preliminary title report (received of the "Preliminary Report") from a title company affiliated Title Commitment, together with the Escrow Agent documents referenced therein, and the Survey to notify Seller as to any items that are unsatisfactory to Purchaser in Purchaser's reasonable judgment. Unless Purchaser so notifies Seller within such five-day period, Purchaser shall be deemed to have approved the conditions of title to the Property as reflected by the Title Commitment and the Survey. If within such period Purchaser notifies Seller that any of the items are unacceptable (the "Title CompanyOBJECTIONS"), showing Seller shall have a period of thirty (30) days in which to undertake to cure such Objections to Purchaser's and the status of Seller’s Title Company's reasonable satisfaction. If Seller is unable to cure such Objections, then Purchaser may either (i) accept title to the PropertyProperty subject to such Objections or (ii) terminate this Agreement by written notice to Seller, together with complete whereupon the ▇▇▇▇▇▇▇ Money shall be promptly returned to Purchaser and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer the parties shall have until no further rights or liabilities under this Agreement. Purchaser shall make such election by written notice to Seller on or before the date that is Closing Date or within five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice Seller has advised Purchaser in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether that it is willing unable to cure such Objections, whichever occurs first, and able in the event Purchaser does not make such election, Purchaser shall be conclusively deemed to remove the objected-have accepted title to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-such Objections. Those restrictions, liens, encumbrances, easements, rights of way and other matters as are not objected to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth by Purchaser in the Preliminary Report and those Exceptions caused by manner provided in this Section or agreed which have been consented to by Buyer in accordance with the preceding sentence shall be deemed "PERMITTED EXCEPTIONS". Purchaser acknowledges and agrees that all equipment leases which are being assigned to Purchaser under this Agreement and any filings made or purported liens held by the lessor with respect thereto shall be Permitted Exceptions. Seller acknowledges and agrees that in no event shall the Permitted Exceptions include any mortgage loans secured by or encumbering the Land, the Improvements or the Leasehold Estates."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report Within twenty-one (21) days after the Effective Date (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"“Due Diligence Period”), showing Purchaser may submit to Seller such objections that Purchaser may have to the status state of Seller’s title to the Property, together with complete and legible copies Premises that exist as of all documents shown therein as exceptions to title the date of the Title Commitment ("Exceptions"the “Title Objections”). Buyer Notwithstanding the foregoing, Purchaser may not include as Title Objections any matters addressed in the most recent deed to the Premises attached hereto as Exhibit F. Seller shall have until the date that is five (5) business days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after from receipt of such notice from BuyerPurchaser’s Title Objections to notify Purchaser whether Seller will agree to cause a Title Objection to be cured, removed or corrected (“Seller’s Title Notice”). If within the time specified, Seller fails to send Seller’s Title Notice, then Seller shall give Buyer written notice of whether it is willing and able be deemed to remove the objected-have elected not to Exceptionscause any Title Objection to be cured, removed or corrected as aforesaid. Without the need for objection by BuyerPurchaser may then, Seller shallat its option, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title exercised on or before Closing. Within five (5) days after receipt the later of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase that date which is three (3) business days following Purchaser’s receipt of Seller’s Title Notice in which the Property subject Seller has elected not to those objected-cause any Title Objection to Exceptions which Seller is not willing be cured, removed or able to remove; corrected, or (ii) in the event Seller fails to deliver Seller’s Title Notice, that date which is six (6) business days after Seller’s receipt of Purchaser’s Title Objections, either (x) terminate this Agreement and immediately receive from Escrow Agent the Deposit, in which event this Agreement, without further action of the parties, shall become null and void, and neither party shall have any further rights or obligations under this Agreement, or (y) elect to accept title to the Property as it then is, without any reduction in the Purchase Price. If Buyer Purchaser fails to give Seller notice of Buyer’s make either such election, then such inaction Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date have elected option (defined belowx), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. In the event that any exceptions to title listed in the Preliminary Report or any supplement thereto (other than standard printed exceptions) or matters shown on any survey are unacceptable to Buyer in Buyer’s sole discretion, Buyer shall notify Seller in writing of such facts (“Title Objection(s)”) on or prior to 5:00 p.m. (California time) on August 12, 2016 (the “Title Review Period”). Buyer’s failure to notify Seller in writing within such time period shall be deemed Buyer’s notice that all exceptions in the Preliminary Report or survey are acceptable. Notwithstanding the foregoing, Buyer shall have the right to deliver a Title Objection or Title Objections in connection with any exceptions to coverage contained in any supplemental title report that may be issued by the Title Company or any survey of the Property received by Buyer following the Feasibility Termination Date that were not set forth in the Preliminary Report, provided that such Title Objection or Title Objections, as the case may be, are delivered to Seller within five (5) business days after the issuance of such supplemental title report or survey. Buyer’s failure to notify Seller in writing within such time period shall be deemed Buyer’s notice that all exceptions in such supplemental title report or survey are acceptable. If Buyer has notified Seller of any Title Objections as provided in this Section 3(b), Seller shall request Escrow Agent have the right (but not the obligation), to notify Buyer in writing within three (3) business days after receipt of Buyer’s Title Objections that Seller intends to cure any such Title Objection(s). Failure of Seller to deliver a written notice to Buyer that it intends to cure any Title Objection(s) within such three (3) business day period shall constitute Seller’s refusal to cure such matter(s). If Seller has elected to cure any Title Objection, the cure of such Title Objection shall be a condition precedent to Closing for the benefit of Buyer as set forth in Section 6 below. Notwithstanding the foregoing, Seller covenants to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") released and reconveyed from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein or to remove as exceptions to title prior to the Closing, any mortgages, deeds of trust, or other monetary encumbrances, liens ("Exceptions"including, without limitation, mechanic’s liens unless created by, through or under Buyer). Buyer shall have until the date that is five (5) days after the Title Company delivers , assessments or indebtedness shown on the Preliminary Report and Exceptions or any supplemental title report, except for real property taxes not delinquent (with Seller having the right to Buyer within which to give notice in writing to Seller of any objection to apply the Purchase Price or a portion thereof for such title or to any liens or encumbrances affecting the Propertypurpose) (collectively, “Monetary Encumbrances”). Within five (5) days after receipt of such notice from BuyerIn addition, Seller agrees that it shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyernot place any other lien, Seller shallencumbrance, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions or exception to title on or before Closingagainst the Property during the term of this Agreement without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion. Within five (5) days after receipt In the event that Seller provides written notice stating Seller’s intention to cure any Title Objection(s), and Seller fails to cure such matter on or prior to the scheduled Close of such notice from Seller (the "Title Contingency Date")Escrow, Buyer shall elect whether to: have the right by providing written notice to Escrow Holder and Seller within three (3) business days after the scheduled Close of Escrow to either (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; waive such Title Objection, or (ii) terminate this AgreementAgreement and the Escrow. If In the event that Buyer delivers a written termination notice as provided in the immediately preceding sentence, or fails to give Seller provide such written notice of Buyer’s electiontermination or waiver within such three (3) business day period, then such inaction (a) the Deposit shall be deemed returned to Buyer by Escrow Holder without further instruction; and (b) this Agreement and the Escrow shall thereupon be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below)cancelled, Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."neither party

Title Objections. Seller Within thirty (30) days following the Contract Exercised Date, (a) Buyer shall request Escrow Agent cause Redwood Empire Title Company of Mendocino County (“Title Company”) to cause to be delivered prepare and deliver to Buyer a current preliminary title report on the Property (the "Preliminary “Title Report") from a title company affiliated with the Escrow Agent (the "Title Company"”), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents recorded title exceptions shown therein as exceptions in the Title Report, at Buyer’s expense, and (b) Seller shall deliver to title ("Exceptions")Buyer copies of any ALTA or other surveys of the Property in Seller’s possession or control. Buyer shall have until the date that is five thirty (530) days after to notify Seller in writing of any objections to any title exceptions shown in the Title Company delivers Report or any matters reflected on any surveys that would constitute title exceptions. If on or before the Preliminary Report and Exceptions to Option Exercise Deadline, Buyer within which to shall give notice in writing to Seller of written notice that any objection to such title or exceptions are objectionable to any liens or encumbrances affecting Buyer, and if Buyer exercises the Property. Within five (5) days after receipt of such notice from BuyerOption in accordance with this Agreement, Seller shall give Buyer written notice of whether it is willing and able use diligent, good faith efforts to remove all such objectionable title exceptions from title to the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, Property or otherwise satisfy Buyer with respect thereto prior to the Closing Date; provided, however, that Seller shall be obligated to cause all monetary liens and encumbrances that can constituting objectionable title exceptions (other than current real property taxes and assessments, not delinquent) to be satisfied and released by the payment removed from title of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreement. On on or before the Closing Date (defined below), Date. If Seller shall be unable or unwilling to remove all Exceptions any such objectionable title exceptions from title to which Buyer objects the Property prior to the Closing Date, other than monetary liens and encumbrances which Seller agreesshall be obligated to remove as provided above, Buyer shall either waive its prior disapproval of such objectionable title exceptions and proceed under this Agreement, or is deemed terminate this Agreement by written notice to have agreed, Seller is willing and able to removeSeller. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to The title exceptions approved by Buyer shall be deemed "as provided in this section are hereinafter referred to as the “Permitted Exceptions."”

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated If there are any Subsequent Title Objections which are not waived in accordance with the Escrow Agent provisions of Section 5.1, which (the "Title Company")i) were caused by, showing the status resulted from or arose out of Seller’s title to a grant by any person or entity (other than Purchaser) of a mortgage or other security interest affecting the Property, together with complete and legible copies or the performance of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller work on behalf of any objection to such title person or to entity (other than Purchaser) upon all or any liens or encumbrances affecting portion of the Property. Within five (5) days after receipt of such notice from Buyer, then Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Subsequent Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeObjections; or (ii) are not of the type described in clause (i) of this sentence, but are removable by the payment of an ascertainable sum not to exceed in the aggregate one percent (1.0%) of the Purchase Price (the “Maximum Amount”), then Seller shall cause such Subsequent Title Objections to be removed. If Seller fails to remove any Subsequent Title Objection(s) in accordance with the provisions of the immediately preceding sentence, or if there exist any Subsequent Title Objection(s) which Seller is not obligated to remove pursuant to clause (ii) of the immediately preceding sentence because the payment of funds in excess of the Maximum Amount would be required to cure the same (a “Clause (ii) Objection”), Purchaser, nevertheless, may elect (at or prior to Closing) to consummate the transaction provided for herein subject to any such Subsequent Title Objection(s) as may exist as of the Closing Date, with a credit (in the event of any Clause (ii) Objections) allocated against the Cash Balance payable at the Closing equal to the sum necessary to remove such Clause (ii) Objections, not to exceed the Maximum Amount; provided, however, if Purchaser makes such election, Purchaser shall not be entitled to any other credit, nor shall Seller bear any further liability, with respect to any Clause (ii) Objections, but Seller shall remain fully liable for the cost of removing any Subsequent Title Objection(s) of the type described in clause (i) of the immediately preceding sentence. If Purchaser shall not so elect, Purchaser may terminate this Agreement. If Buyer fails to give Seller notice of BuyerAgreement and Seller’s election, then such inaction sole liability thereafter shall be deemed to cause the Deposit, together with any interest earned thereon while in escrow, to be Buyer’s election refunded to terminate Purchaser, and, upon the return of the Deposit and any such interest, this Agreement shall be terminated, and the parties hereto shall be relieved of all further obligations and liability under this Agreement. On or before , other than with respect to the Closing Date (defined below), Seller shall remove all Exceptions to provisions of this Agreement which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive a termination of this Agreement."

Title Objections. Seller shall request Escrow Agent With respect to cause to be delivered to Buyer a preliminary any title report (or survey matters first arising after the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status date of SellerPurchaser’s title commitment and survey and prior to the Closing which adversely affects the value or operation of the Property, together with complete and legible copies other than any of all documents shown therein as exceptions the Permitted Exceptions (to title ("Exceptions"). Buyer which Purchaser shall have until no right to object), or such other encumbrances by Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (collectively, the date that is five (5) days after the “Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from BuyerObjections”), Seller shall give Buyer written notice of whether it have the right, but not the obligation, to cure such Title Objection(s) (other than a Seller Encumbrance which Seller is willing and able obligated to remove the objected-cure). If Seller fails prior to Exceptions. Without the need for objection by BuyerClosing to cure or satisfy any Title Objections(s) that Seller has elected, Seller shallor is required pursuant to Section 3.1 hereinabove, with respect to liens and encumbrances that can be satisfied and released by the payment of moneycure or satisfy, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether tothen Purchaser may: (ia) purchase accept a conveyance of the Property subject to those objected-to Exceptions the Permitted Exceptions, specifically including such Title Objection(s) which Seller is not willing has failed to cure or able to remove; or satisfy (iiwhich such Title Objection(s) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall thereafter be deemed to be Buyer’s election to a Permitted Exception), without reduction of the Purchase Price, or (b) terminate this Agreement. On or before Agreement by sending written notice thereof to Seller and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate, the Closing Date (defined below)Deposit shall be immediately returned to Purchaser, Seller shall remove all Exceptions promptly reimburse Purchaser for its actual third party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with the transactions contemplated by this Agreement up to Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00) and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those matters which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsexpressly survive termination of this Agreement."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five fifteen (515) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. If Seller fails to deliver such notice, Seller shall be deemed to have elected not to remove such Exceptions. Without the need for objection by Buyer, Seller shall, with respect to monetary liens and encumbrances that can be satisfied and released by the payment of moneymoney (e.g., mortgages, mechanic’s liens, judgment liens, delinquent taxes), eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller or five (5) days after Seller’s deemed election not to remove Exceptions (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction shall be deemed to be Buyer’s election to terminate this Agreementwaive its objections and proceed to Closing. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, expressly agrees in writing that Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller If any of the following shall request Escrow Agent occur (collectively, a “Title Objection”): (1) any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than the Sellers has title to the insured estate covered by the Title Commitment; (2) any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Exceptions or one that the Sellers will cause to be delivered to Buyer a preliminary title report (deleted from the "Preliminary Report") from a title company affiliated Title Commitment concurrently with the Escrow Agent Closing, including (A) any exceptions that pertain to encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that the "Buyer reasonably believes could materially and adversely affect the Buyer’s use and enjoyment of the Owned Property described therein; or (3) any Survey discloses any matter that the Buyer reasonably believes could materially and adversely affect the Buyer’s use and enjoyment of the Owned Property described therein; then the Buyer shall notify the Sellers in writing (“Buyer’s Notice”) of such matters within ten (10) Business Days after receiving all of the Title Company")Commitment, showing the status Survey and copies of Seller’s title the relevant Recorded Documents. The Sellers shall use their reasonable best efforts to cure each Title Objection and take all steps required by the Title Insurer to eliminate each Title Objection as an exception to the PropertyTitle Commitment. Any Title Objection that the Title Company is willing to insure over on terms acceptable to the Sellers and the Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with complete and legible copies of all documents shown therein as exceptions to any title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title exception or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released matters disclosed by the payment of money, eliminate such exceptions Survey not objected to title on or before Closing. Within five (5) days after receipt of such notice from Seller (by the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase in the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction manner aforesaid shall be deemed to be acceptable to the Buyer. Nothing in this Section 5.11(c) waives the Buyer’s election right to terminate claim a breach of Sellers’ obligations under this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. If the Title Commitment discloses title exceptions other than the Permitted Exceptions described in subparagraphs (i) or (iv) of Section 5.2 of this Agreement or if the Survey discloses survey matters which, in Purchaser’s sole and absolute discretion, interfere with Purchaser’s ability to use or finance the Real Property, Purchaser shall notify Seller in writing of its objections thereto (“Title Objections”) within fifteen(15) Business Days of its receipt of the Title Report and the Survey (“Title Review Period”). Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report have ten (10) Business Days from the "Preliminary Report") from a title company affiliated with the Escrow Agent receipt of such notice (the "Title Company"), showing the status of “Seller’s Removal Period”) to have such title exceptions removed from the Title Commitment and to correct any such survey matters or to have the PropertyTitle Company commit, together with complete and legible copies at Seller’s expense, to insure Purchaser against any loss or damage which might be occasioned by or result from such title exceptions or survey matters. If Seller fails to timely provide such removal, correction or insurance, one of all documents shown therein as exceptions the following shall occur: (i) Purchaser may terminate this Agreement by giving written notice to title ("Exceptions"). Buyer shall have until the date that is Seller within five (5) days Business Days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller expiration of any objection to such title or to any liens or encumbrances affecting the Property. Within five Seller’s Removal Period (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"“Termination Notice”), Buyer whereupon the parties hereto shall elect whether to: have no further obligations hereunder (iexcept for those obligations which otherwise survive the termination of this Agreement) purchase and the Property subject Deposit shall be returned to those objected-to Exceptions which Seller is not willing or able to removePurchaser; or (ii) terminate this Agreementif Purchaser does not timely give the Termination Notice, Purchaser shall be obligated to close the purchase and sale of the Property as otherwise provided herein. If Buyer fails to give Purchaser does not provide Seller with notice of Buyer’s electionTitle Objections within fifteen (15) Business Days of its receipt of the Title Commitment and the Survey, then such inaction the Title Commitment shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused accepted by or agreed to by Buyer shall be deemed "Permitted ExceptionsPurchaser."

Title Objections. If the Title Commitment discloses title exceptions other than the Permitted Exceptions or if the survey discloses survey matters which, in the reasonable judgment of Purchaser, interfere with Purchaser’s ability to use or finance the Real Property, Purchaser shall notify Seller in writing of its objections thereto on or before the date seven (7) Business Days following the later of the Effective Date or Purchaser’s receipt of the Title Commitment and all related title exceptions (“Title Objections”). Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after Business Days from the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice (“Seller’s Removal Period”) to have such title exceptions removed from Buyerthe Title Commitment and to correct any such survey at Seller’s expense. If Seller fails to timely provide such removal, Seller correction or insurance, one of the following shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether tooccur: (i) purchase Purchaser may declare this Agreement null and void by giving written notice to Seller prior to expiration of the Property subject Inspection Period, unless the parties mutually agree in writing to extend the time for providing such notice (the “Termination Notice”), whereupon the parties hereto shall have no further obligations hereunder (except for those objected-obligations which otherwise survive the termination of this Agreement) and the Deposit shall be returned to Exceptions which Seller is not willing or able to removePurchaser; or (ii) terminate this Agreementif Purchaser does not timely give the Termination Notice, Purchaser shall be obligated to close the purchase and sale of the Property as otherwise provided herein. If Buyer fails to give Purchaser does not provide Seller with notice of Buyer’s electionTitle Objections within the time periods specified in the first sentence of this Section 5.3, then such inaction Purchaser shall be deemed to be Buyer’s election to terminate this Agreement. On or before have approved the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted ExceptionsTitle Commitment."

Title Objections. Seller shall request Escrow Agent shall, as part of the Investigation Documents required hereunder, deliver to cause to be delivered to Buyer Purchaser a preliminary copy of the existing title report (the "Preliminary Report") from a title company affiliated insurance policy with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the Real Property, together with complete and legible copies of all instruments and documents shown referred to therein as exceptions which are in Seller’s possession. Purchaser, at its sole cost and expense, shall obtain a preliminary title report for the Real Property (the “Title Report”) from First American Title Insurance Company (the “Title Company”), together with complete and legible copies of all instruments and documents referred to title therein ("collectively, the “PTR Exceptions"”). Buyer Purchaser shall provide to Seller the contact information of the Title Company as soon as practicable. Purchaser shall, on or before the expiration of the Objection Period, provide Seller with a written description of its title requirements (the “Title Requirement Letter”), including, without limitation, (A) the form and amount of such final title policy, (B) all objections to any PTR Exceptions which are unacceptable to Purchaser (which it may do in its sole and absolute discretion for any reason or no reason) and setting forth the manner in which it will accept the removal or a cure to such objected PTR Exceptions (the form of removal or cure being acceptable to Purchaser in its sole and absolute discretion) (the “Title Objections”) and (C) all title insurance endorsements required by Purchaser (the form of such endorsements being acceptable to Purchaser in its sole and absolute discretion) (the “Title Endorsements”). Purchaser’s failure to timely deliver the Title Requirement Letter shall be deemed to constitute Purchaser’s approval of the PTR Exceptions, and such PTR Exceptions which Purchaser has been deemed to approve shall then become Permitted Exceptions. If Purchaser timely delivers the Title Requirement Letter, then Seller shall have the right, but not the obligation, to elect to (a) cure such Title Objections to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion); or (b) subject to Section 8.1(b), unconditionally and irrevocably agree in writing that such Title Objections will be cured to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to or upon Closing. Seller shall have until 5:00 p.m. (Eastern Time) on the date that is five Cure Date to make its election pursuant to the immediately preceding sentence. If Seller does not timely cure such Title Objections to Purchaser’s satisfaction (5in Purchaser’s sole and absolute discretion) days after prior to the Title Company delivers the Preliminary Report Cure Date or unconditionally and Exceptions to Buyer within which to give notice irrevocably agree in writing that such objections will be cured to Purchaser’s satisfaction (in Purchaser’s sole and absolute discretion) prior to Closing, then Purchaser shall, on or before the Review Date, either (i) terminate this Agreement by delivering to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer a written notice of whether it is willing termination, whereupon (A) this Agreement shall automatically terminate, (B) the Escrow Agent shall immediately release and able return the ▇▇▇▇▇▇▇ Money (including any interest accrued thereon) to remove Purchaser, (C) each party shall pay one-half (1/2) of the objected-expenses of escrow and (D) neither party shall have any further obligation to Exceptions. Without the need other party hereunder, except for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to removeSurviving Obligations; or (ii) terminate this Agreementwaive its objection to the disapproved items that Seller has not cured or committed in writing to cure to Purchaser’s satisfaction, which shall then become Permitted Exceptions. If Buyer fails Purchaser’s failure to give timely deposit with Seller and Escrow Agent a written notice of Buyer’s election, then such inaction termination shall be deemed to be Buyerconstitute Purchaser’s election waiver of its Title Objections to terminate this Agreement. On or before the Closing Date (defined below), Seller said items and such items shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "become Permitted Exceptions."

Title Objections. 7.1. Purchaser shall have twenty (20) days after the Date of This Agreement in which to search title to the Property and in which to furnish Seller with a written statement of any title objections affecting the marketability of said title other than the Permitted Exceptions. Should Purchaser fail to notify Seller of any such title objections within the aforesaid time period, Purchaser shall request Escrow Agent be deemed to cause have waived all objections to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer Seller shall have until twenty (20) days after receipt of such written objections (hereinafter referred to as the date that is "Title Cure Period") in which Seller shall in good faith endeavor to satisfy or correct (but shall not be obligated to cure) all such valid title objections. In the event Seller fails to satisfy or correct all valid title objections within the Title Cure Period, Purchaser shall, by written notice to Seller given within five (5) days after the expiration of the Title Company delivers Cure Period, elect one of the Preliminary Report following: (a) to waive such title objections and Exceptions to Buyer within which to give notice in writing to Seller close the transaction on or before the later of any objection (i) the Closing Date, or (ii) three (3) days following such notice, accepting the Deed subject to such title or to any objections and without reduction of the Purchase Price, except that liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Property which were created or allowed by Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released which are dischargeable by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt money shall be paid at Closing out of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller Purchase Price if this option is not willing or able to removeelected; or (iib) terminate to cancel this Agreement and receive a refund of the Earn▇▇▇ ▇▇▇ey, in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, and the lien or right, if any, of Purchaser against or to the Property shall wholly cease. If Buyer fails Seller shall not be required and is not obligated hereby to give Seller notice bring any action or proceeding or otherwise to incur any expense to render the title to the Property free of Buyer’s electionany liens, then leases and encumbrances except to the extent any such inaction liens, leases and encumbrances are in conjunction with requirements listed in paragraph 6 above. The acceptance of the Deed by Purchaser shall be deemed to be Buyer’s election full performance of and discharge of every agreement and obligation on the part of Seller to terminate be performed pursuant to the provisions of this Agreement, except those (if any) pursuant to any provision hereof which are herein specifically stated to survive the Closing. On or before Deeds to secure debt encumbering the property which are to be paid by Seller from the Purchase Price at the Closing Date (defined below), shall not constitute valid title objections. 7.2. Seller shall remove all Exceptions deliver to which Buyer objects and Purchaser any copies of the instruments, notices, agreements, items of record, or other documents referred to in Exhibit B which Seller agreeshas available. In the event that Purchaser determines the "Permitted Exceptions" as defined in paragraph 6.1(c) above are not acceptable to it, or is deemed within the time period specified in paragraph 7.1, Purchaser shall have the right to have agreedobject to such matters, Seller is willing and able to remove. All remaining Exceptions as set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionsparagraph 7.1."

Title Objections. Seller shall request Escrow Agent to cause to be delivered If any exceptions appear in the Title Commitment, Title Documents or Survey (other than the standard printed exceptions and any known title matters disclosed to Buyer a preliminary title report (in writing prior to submission of this Offer) that Buyer determines reasonably and in good faith would unreasonably interfere with normal use of the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s Property for its intended purpose or that result in title to the PropertyProperty not being marketable and insurable, together with complete and legible copies then Buyer must, within ninety (90) days from the Effective Date, provide written notice to Seller of all documents shown therein as exceptions to title ("Exceptions"such unacceptable exceptions(s). Buyer shall have until may not object to the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions standard printed exceptions or any known title matters disclosed to Buyer within which to give notice in writing prior to Seller submission of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this AgreementOffer. If Buyer fails to give disapprove an item reflected in the Title Commitment by written notice received by Seller notice of Buyer’s electionwithin said period, then such inaction Buyer shall be deemed to have approved such item. Seller may, at Seller’s option, attempt to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so. Seller has no obligation to endeavor to cure any title objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If Seller elects to attempt a cure, but is unable to cure an unacceptable exception within thirty (30) days after Seller’s receipt of Buyer’s election to terminate this Agreement. On objections or before by the Closing Date if sooner, then within ten (defined below)10) days thereafter, Buyer may terminate this Offer by notice in writing to Seller, and the ▇▇▇▇▇▇▇ Money shall be refunded to Buyer. Notwithstanding the foregoing, if Buyer does not terminate this Offer within such ten (10) day period, Buyer shall be deemed to have accepted such title as Seller shall remove can deliver and Buyer must close the purchase of the Property subject to all Exceptions to exceptions shown in the Title Commitment and all matters shown on the Survey without any reduction in the Purchase Price. The standard printed exceptions in the Title Commitment, the known title matters listed in the Title Commitment and all matters shown on the Title Commitment and Survey which Buyer objects and which Seller agreesapproves, or is deemed to have agreedapprove pursuant to this Section 6.3, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "constitute Permitted Exceptions."

Title Objections. If Purchaser or its attorney objects to the title shown by the title insurance commitment (an “Objection”), on or before sixty (60) days following the Effective Date, the Seller shall request Escrow Agent the right, within thirty (30) days from the date of Purchaser’s written objection, to: (1) fulfill the requirements in said title insurance commitment and remedy the Objection, (2) to cause obtain an appropriate endorsement over the Objection (if Purchaser agrees to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"accept such endorsement), showing or (iii) to terminate this Agreement and refund the status of Seller’s title Deposit if Seller determines that it is unable or unwilling to remedy the Objection. In the event that Seller elects to terminate this Agreement, then the Deposit shall be returned to Purchaser and neither party shall have any continuing obligation to the Propertyother except with respect to those obligations herein that expressly survive Closing, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is unless Purchaser elects within five (5) days after of Seller’s notice to waive the Title Company delivers Objections and take the Preliminary Report and Exceptions Property subject thereto. If the Closing Date set forth in Paragraph 6 is to Buyer occur during said title cure period, then the Closing Date shall be automatically postponed until a date which is within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five ten (510) days after of Purchaser’s receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller that the Objection has been cured or insured over (the "Title Contingency Date"or Seller’s election not to cure any Objection, and Purchaser’s subsequent waiver thereof), Buyer shall elect whether to: (i) purchase as set forth herein. In the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer even that Purchaser fails to give Seller notice of Buyer’s electionmake any Objection within thirty days following the date hereof, then such inaction it shall be deemed to be Buyer’s election elect to terminate this Agreementconsent to all title and survey matters. On or before the Closing Date (defined below), Seller shall remove all Exceptions Any matters not objected to which Buyer objects and which Seller agreesby Purchaser, or is deemed to have agreedwaived by Purchaser, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "“Permitted Exceptions”."

Title Objections. (a) Within thirty (30) days following the Effective Date, Purchaser shall obtain and deliver to Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary commitment for the issuance of a standard ALTA form owner's policy of title report insurance (the "Preliminary ReportTitle Commitment") from a title company affiliated with ), in the Escrow Agent amount of the purchase price, issued by Chicago Title Insurance Company (the "Title Company"). Subject to Purchaser's right to make title objections as provided hereinafter in this paragraph, showing the status exceptions shown on Schedule B, Section 2 of the Title Commitment shall be deemed the "Permitted Exceptions" for all purposes of this Agreement. The leases set forth in paragraph 16 hereof, and any applicable zoning ordinances, other land use laws and regulations together with taxes for the current tax year shall also be deemed Permitted Exceptions. Simultaneously with the delivery of the Title commitment to Seller’s , Purchaser has the right to deliver to Seller a written statement of any objections to Seller's title. Seller agrees not to further encumber the Property from and after the Effective Date of this Agreement without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. For purposes of this Agreement, the marketability of title to the PropertyProperty shall be determined under Georgia law, together with complete and legible copies as supplemented by the title standards of all documents shown therein as exceptions the State Bar of Georgia. If Purchaser notifies Seller of any objections to title ("Exceptions"). Buyer the marketability of title, Seller, at Seller's expense, shall have until the date that is five (5) business days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within notify Purchaser as to which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, objections Seller shall give Buyer correct prior to closing. If Seller does not elect to correct such objections prior to closing, then, at the option of Purchaser, Purchaser may (a) terminate this Agreement by providing written notice of whether it is willing and able such termination to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five the expiration of the Inspection Period, whereupon the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and this Agreement shall be null and void and of no further force or effect, and the parties shall have no further rights, duties, liabilities or obligations hereunder, or (5b) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase proceed to close and take title to the Property subject to those objected-such objectionable matter, which shall be deemed a Permitted Exception. If said objections are cured on or before the date of closing, Purchaser shall be obligated to Exceptions which close unless a later encumbrance shall be filed of record on or before the date of closing. Seller shall have the same right to cure or obtain affirmative insurance against said later encumbrance. If such later encumbrance is cured, Purchaser shall thereupon be obligated to close. If any objections to title are not timely made of if Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s electionproperly notified, then as hereinafter provided, all such inaction objections shall be deemed waived. Purchaser agrees that Seller shall have no obligation to be Buyer’s election to terminate cure any title objections, other than mechanic's or materialman's liens encumbering the Property arising from any act or omission of Seller. For purposes of this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer a title objection shall be deemed "Permitted Exceptionscured if the title insurance is induced to remove the item objected to from the Title Commitment such that it no longer appears as an exception thereon or affirmative title insurance coverage is obtained or made available to the Purchaser insuring the objected item at no additional expense to or indemnity from Purchaser. The entire premium and expenses for the Title Commitment and the Owner's policy of title insurance shall be borne by Purchaser, and (b) To enable Seller to make conveyance as herein provided, Seller may at Closing use the Purchase Price or any portion thereof to clear title to any or all encumbrances or interests."

Title Objections. Seller With respect to each Property, the “Title Exam Deadline” shall request Escrow Agent be 5:00 p.m. (Eastern time) on the date that is the later to cause occur of (i) the Inspection Expiration Date, or (ii) the date that is the third (3rd) Business Day following the later of the date on which Purchaser has received the Title Commitment or the ALTA Survey for such Property (provided that for the latter deadline to be delivered to Buyer a preliminary title report (apply, Purchaser must order the "Preliminary Report") from a title company affiliated Title Commitment and, with the Escrow Agent (the "Title Company"), showing the status of Seller’s title respect to the PropertyCompleted Properties the ALTA Survey, together with complete and legible copies of all documents shown therein as exceptions to title no later than three ("Exceptions")3) days after the Effective Date. Buyer Purchaser shall have until the date that is five (5) days after applicable Title Exam Deadline to notify the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice Seller, in writing to Seller (each, a “Title Notice”), of any objection such objections as Purchaser may have regarding the condition and status of the title to such title Seller’s Company’s Property and any matter contained in the applicable Title Commitment or to any liens or encumbrances affecting the Property. Within five applicable ALTA Survey (5) days after receipt of such notice from Buyercollectively, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer“Defects”), Seller shallprovided that, with respect to liens each Non-Completed Property, Purchaser shall provide objections only to the Title Commitment and encumbrances the Existing Survey with respect to such Non-Completed Property, it being recognized that can Purchaser will not obtain an ALTA Survey for the Non-Completed Properties until Substantial Completion has occurred (and any objections Purchaser may have with respect to any such ALTA Survey for a Non-Completed Property obtained after Substantial Completion shall be satisfied and released governed by Section 3.3(b)). Any item contained in a Title Commitment, or any matter shown on an ALTA Survey for a Completed Property, or any matter shown on an Existing Survey for a Non-Completed Property, to which Purchaser does not object prior to the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s election, then such inaction Exam Deadline shall be deemed to be Buyer’s election to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "a Permitted ExceptionsException."

Title Objections. Within three (3) calendar days following the Effective Date, Purchaser shall obtain an abstract of title issued by the Title Company, setting forth the status of title to the REO Property and showing all encumbrances and other matters affecting the REO Property (the “Commitment”); provided, however, in no event shall Seller be obligated to pay any premium for a new owner’s policy, the cost of obtaining the Commitment, or any other costs related to title insurance. Within two (2) Business Days following the receipt by Purchaser of the Commitment, Purchaser shall notify Seller in writing as to Purchaser’s disapproval of any of the title exceptions set forth in such Commitment. Seller shall request Escrow Agent have two (2) Business Days thereafter (“Seller Response Period”) to elect whether or not to remove said exceptions at Seller’s expense at or prior to the Closing; provided, however that Seller shall have no obligation to cure title objections except (i) financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be delivered released at or prior to Buyer Closing (with Seller having the right to apply the Purchase Price or a preliminary portion thereof for such purpose), and (ii) exceptions or encumbrances to title report which are voluntarily created by, under or through Seller after the date hereof without, to the extent such consent is required under Section 7(b)(ii) hereof, Purchaser’s consent (collectively “Mandatory Items”). In the "Preliminary Report") from a title company affiliated with the event Seller does not give written notice to Purchaser and Escrow Agent (within the "Title Company"), showing the status of Seller’s title Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the PropertyClosing, together with complete and legible copies then Purchaser may, by delivery of all documents shown therein as exceptions to title ("Exceptions"). Buyer shall have until the date that is five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give written notice in writing to Seller and Escrow Agent within two (2) Business Days following expiration of any objection the Seller Response Period, elect to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt of such notice from Buyer, Seller shall give Buyer written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase terminate this Contract, in which case Purchaser shall be entitled to a return of the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; ▇▇▇▇▇▇▇ Money, or (ii) approve the previously disapproved title exceptions reflected in the Commitment (in which case such exceptions shall become Permitted Exceptions) without any reduction in the Purchase Price and waive Purchaser’s right of cancellation. In the event Seller gives written notice to Purchaser and Escrow Agent within the Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the Closing, and then fails to do so, or fails to remove any Mandatory Items, then Purchaser may, as its only option, elect to either: (y) waive such objection(s) and consummate the transaction contemplated by this Contract without adjustment to the Purchase Price; or (z) terminate this AgreementContract, in which event the ▇▇▇▇▇▇▇ Money and all interest earned thereon shall be returned to Purchaser, Seller shall pay to Purchaser an amount equal to Purchaser’s actual, third-party costs (as evidenced by paid receipts and invoices) incurred from and after the date on which Seller agreed to cure such objections (but in no event to exceed $75,000.00, and neither party shall have any further obligations to the other party except for the obligations which expressly survive termination. If Buyer In the event Purchaser fails to give Seller timely written notice of Buyer’s electionits election to terminate this Contract following expiration of the Seller Response Period, then such inaction Purchaser shall be deemed to be Buyer’s election have expressly approved the Commitment and shall take title to terminate this Agreement. On or before the Property at Closing Date (defined below), Seller shall remove subject to all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptions."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer a preliminary title report (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer Purchaser shall have until five (5) days from the date that is it receives the Commitment to make its objections to matters disclosed in the Commitment or Survey (if any) by delivering such objections to Seller in writing (the “Objections”). Seller shall have no obligation to cure the Objections. Seller shall notify Purchaser in writing within five (5) days after Purchaser’s delivery of the Title Company delivers Objections as to which Objections Seller will undertake to attempt to cure prior to Closing, provided that notwithstanding anything to the Preliminary Report and Exceptions contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to Buyer adjourn the Closing for a period not to exceed forty-five (45) days, provided that Seller shall notify Purchaser, in writing, within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) days after receipt by Seller of the Objections, whether or not it will endeavor to cure any such notice from BuyerObjections (such period as may be extended by Seller referred to as the “Cure Period”). If Seller is unable to cure any such Objections within the Cure Period, and if Purchaser does not elect to terminate this Agreement as provided herein, such matters that Seller does not cure shall be deemed waived by Purchaser. Notwithstanding the foregoing, at or prior to Closing, Seller shall give Buyer written notice of whether it is willing pay and able to remove satisfy any mortgages placed on the objected-to Exceptions. Without the need Real Property by Seller, judgments against Seller, liens against Seller or mechanic’s liens for objection work requested by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (as opposed to tenants) (the "Title Contingency “Required Removal Items”). If the Objections are not cured by Seller at or prior to Closing, Purchaser shall then have the right to do any of the following by notice provided to Seller within two (2) business days of the then scheduled Closing Date"): 5.5.1 If the Objection is based upon the existence of a Permitted Exception, Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) Purchaser may terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be paid to Seller, and neither Seller nor Purchaser shall have any further rights or obligations under this Agreement, except for any obligation expressly provided to survive such termination; or 5.5.2 Waive the Objections and close the transaction contemplated by this Agreement as if such Objections had not been made without any reduction in, abatement of, or credit against, the Purchase Price; or 5.5.3 If the Objection is based upon the existence of a title matter that is not a Permitted Exception, Purchaser may terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and neither Seller nor Purchaser shall have any further rights or obligations under this Agreement, except for any obligation expressly provided to survive such termination. If Buyer fails Purchaser does not terminate this Agreement pursuant to give Seller notice of Buyer’s electionclause 5.5.1 or clause 5.5.3 above, then such inaction then: (x) Purchaser shall be deemed to be Buyer’s election have elected to terminate this Agreement. On take title as it then is without any reduction in the Purchase Price; (y) all Objections not removed from the Commitment or before the Closing Date Survey (defined belowif any), Seller shall remove all Exceptions to which Buyer objects and which Seller agreesif applicable, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall will thenceforth be deemed "Permitted Exceptions."waived by Purchaser; and (z) this Agreement shall remain in full force and effect. 3877973.10

Title Objections. Seller (a) If any written update of either the Survey or the Preliminary Title Report received by Buyer (“Updated Reports”) shall request Escrow Agent reveal or disclose any material title exceptions, defects, encumbrances or other exceptions in the title to cause the Properties which are not Permitted Exceptions and are not as a result of the acts of Buyer or Buyer’s Representatives and to be delivered to which Buyer a preliminary title report objects (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title CompanyObjections"), showing then Buyer (or Buyer's counsel) shall notify Sellers (or Sellers' counsel) of such Title Objections in writing (a "Title Disapproval Notice”) within the status sooner to occur of Seller’s the Closing or five (5) business days of Buyer's receipt thereof. If Buyer does not notify Sellers in writing of any such Title Objections within the time period set forth in this Section 4.3.2, then Buyer shall be deemed to have accepted the state of title to the PropertyProperties reflected in the Updated Reports and to have waived any claims or defects which it might otherwise have raised with respect to the matters reflected therein and the same shall be deemed to be Permitted Exceptions for all purposes of this Agreement. (b) For the avoidance of doubt, together with complete and legible copies of all documents shown therein Permitted Exceptions (as exceptions defined below) shall not constitute Title Objections. (c) If Buyer timely delivers a Title Disapproval Notice indicating a Title Objection, then, subject to title ("Exceptions"). Buyer Sellers' obligations under Section 4.3.3 hereof, the applicable Seller shall have until the date that is earlier to occur of (1) five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) business days after receipt of such notice Title Disapproval Notice or (2) the Closing, to elect to notify Buyer in writing (a “Title Response Notice”) that such Seller either (i) will remove such Title Objection from Buyer, Seller shall give Buyer written notice of whether it is willing and able title to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title applicable Constituent Property on or before the Closing, subject to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal (which adjournment can be extended for an additional fifteen (15) days so long as Sellers are diligently pursuing such cure), or (ii) elects not to cause such Title Objection to be removed from title to the applicable Constituent Property. Within If the applicable Seller fails to deliver a Title Response Notice as to a particular Title Objection within such five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice of Buyer’s electionbusiness day period, then such inaction Seller shall be deemed to be Buyer’s have made the election described in clause (ii) above as to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionssuch Title Objection."

Title Objections. Purchaser shall have until 5:00 p.m. (Eastern Standard Time) on the business day which is fifteen (15) days following the Effective Date to notify Seller of any objections (the “Title Objections”) with respect to the Title Commitment and the New Survey based on its review thereof. Notwithstanding the foregoing, Purchaser shall have no right to object to any of the matters contained or disclosed in the Title Policy or the Existing Survey and the same shall remain, at all times, Permitted Exceptions and shall be deemed approved by Purchaser. If Purchaser does not give such notice, such failure shall be conclusively deemed to be full and complete approval of the Title Commitment and the Existing Survey, and any matter disclosed therein. If Purchaser does give such notice, Seller shall request Escrow Agent have three (3) days after receipt thereof to notify Purchaser in writing that Seller (a) will cause or (b) elects not to cause any or all of the Title Objections disclosed therein to be delivered to Buyer a preliminary title report (removed or insured over by the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of . Seller’s title failure to notify Purchaser within such three (3) day period as to any Title Objection shall be deemed an election by Seller not to remove or have the PropertyTitle Company insure over such Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, together with complete and legible copies of all documents shown therein as exceptions to title ("Exceptions"). Buyer Purchaser shall have until the date that is latter of the end of the Study Period or five (5) days after the Title Company delivers the Preliminary Report and Exceptions to Buyer within which to give notice in writing to Seller of any objection to such title or to any liens or encumbrances affecting the Property. Within five (5) business days after receipt of such notice from Buyer, Seller shall give Buyer written or deemed notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject to those objected-to Exceptions which Seller is not willing or able to remove; terminate this Agreement or (ii) terminate this Agreementwaive such Title Objections and proceed to Closing without any abatement or reduction in the Purchase Price on account of such Title Objections. If Buyer fails to Purchaser does not give Seller such notice of Buyer’s electionwithin said period, then such inaction Purchaser shall be deemed to be Buyer’s election have elected to terminate this Agreement. On or before the Closing Date (defined below), Seller shall remove all Exceptions to which Buyer objects and which Seller agrees, or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by or agreed to by Buyer shall be deemed "Permitted Exceptionswaive such Title Objections."

Title Objections. Seller shall request Escrow Agent to cause to be delivered to Buyer (i) Within five (5) Business Days after Purchaser’s receipt of all of the following: a preliminary title report Title Commitment (the "Preliminary Report") from a title company affiliated with the Escrow Agent (the "Title Company"), showing the status of Seller’s title to the Property, together with complete and including legible copies of all documents title exceptions listed therein), the Zoning Evidence and the Survey for the Property, but in no event beyond thirty (30) days after the Effective Date, Purchaser shall notify Seller and Title Company in writing (E-Mail is acceptable) of Purchaser’s objection to any exceptions or other title matters shown therein as exceptions to title on a Title Commitment or the related Survey ("Exceptions"each, a “Title Objection”). Buyer shall have until If any Title Objection with respect to the date Property that is not a Permitted Encumbrance is not removed or resolved by Seller or Title Company to Purchaser’s satisfaction by at least five (5) days after prior to the Title Company delivers Closing Date, then Purchaser shall have the Preliminary Report and Exceptions to Buyer within which to give option, as its sole remedy, upon written notice in writing to Seller on or before Closing Date, to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be refunded immediately to Purchaser and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. Notwithstanding the foregoing, the definition of “Permitted Exceptions” shall not include and Seller shall (i) satisfy any objection mortgage or secured monetary lien against the Property voluntarily created by Seller or any judgments recorded against the Property arising from any claim and related court action adversely decided against Seller (including the preparation or filing of appropriate satisfaction instruments in connection therewith) and (ii) pay and/or otherwise cure all (a) open real estate taxes, water (meter) charges and municipal assessments which are due and payable prior to such title or the date of Closing (subject to adjustment, as provided for herein); (b) any other voluntary liens or encumbrances affecting against Seller which are filed against the PropertyProperty based upon Seller’s written agreement and which have not expired (the foregoing items set forth in (i) and (ii) being hereinafter referred to collectively as “Seller Encumbrance”) by at least one (1) Business Day prior to the Closing Date, and in the event any such Seller Encumbrance is not removed from title to the Real Property within such time period, Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event the ▇▇▇▇▇▇▇ Money Deposit will be returned to Purchaser, Seller shall reimburse to Purchaser any and all reasonable and actual costs incurred by Purchaser through its due diligence investigation of the Property during the Inspection Period, and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (ii) If any supplement to a Title Commitment or the Survey discloses any additional title defects which were not created by or with the consent of Purchaser, and which are not acceptable to Purchaser, Purchaser shall notify Seller in writing of Purchaser’s objection thereto (each, an “Additional Title Objection”) within five (5) Business Days following receipt of such supplement or revision. Within If any Additional Title Objection that is not a Permitted Encumbrance is not removed or resolved by Seller to Purchaser’s satisfaction at least five (5) days after receipt of such prior to the Closing Date, then Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice from Buyerto Seller on or before the Closing Date, in which event neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. Notwithstanding the foregoing, Seller shall give Buyer remove any Seller Encumbrance by at least one (1) Business Day prior to the Closing Date, and in the event any such Seller Encumbrance is not removed from title to the Real Property within such time period, Purchaser shall have the option, as its sole remedy, to terminate this Agreement upon written notice of whether it is willing and able to remove the objected-to Exceptions. Without the need for objection by Buyer, Seller shall, with respect to liens and encumbrances that can be satisfied and released by the payment of money, eliminate such exceptions to title on or before Closing. Within five (5) days after receipt the Closing Date, in which event the ▇▇▇▇▇▇▇ Money Deposit will be returned to Purchaser, Seller shall reimburse to Purchaser any and all reasonable and actual costs incurred by Purchaser through its due diligence investigation of such notice from Seller (the "Title Contingency Date"), Buyer shall elect whether to: (i) purchase the Property subject during the Inspection Period, and neither Purchaser nor Seller shall have any further duties or obligations under this Agreement, except as otherwise provided herein. (iii) Purchaser’s failure to those objected-to Exceptions which Seller is timely deliver a Title Objection or an Additional Title Objection shall be deemed Purchaser’s disapproval of the matters disclosed by the Title Commitment and related Survey. If Purchaser does not willing or able to remove; or (ii) terminate this Agreement. If Buyer fails to give Seller notice Agreement by reason of Buyer’s electionany Title Objection or Additional Title Objection, as provided in this Section 3.01, then such inaction Title Objection or Additional Title Objection shall be deemed waived and approved by Purchaser and shall thereafter be deemed a Permitted Encumbrance. (iv) Notwithstanding anything to the contrary set forth in this agreement, any Seller Encumbrance affecting the Property must be paid and satisfied by Seller at Closing, in each case whether or not Purchaser objects thereto, and such items shall be deemed to be Buyer’s election included in all Title Objections and Additional Title Objections even if not specifically so included by Purchaser. (v) If Seller is unable to terminate this Agreement. On convey title to the Real Property free and clear of the lien of any state or before the Closing Date (defined below)local tax, Seller shall remove all Exceptions be responsible for either paying such tax or providing to which Buyer objects the Title Company security (such as a cash deposit) so that the Title Company can issue a Title Policy with respect to the Property to Purchaser free and which Seller agreesclear of such liens, whether or is deemed to have agreed, Seller is willing and able to remove. All remaining Exceptions set forth in the Preliminary Report and those Exceptions caused by not Purchaser includes such liens as a Title Objection or agreed to by Buyer shall be deemed "Permitted ExceptionsAdditional Title Objection."