Common use of Title Review Clause in Contracts

Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

Title Review. Seller Buyer shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances make objections (“Title Objections”)) to any Exception or any reservation, easement, covenant, exception, limitation, restriction or other defect shown on the Updated Survey or reflected in the Title Commitment, such Title Objections to be made in writing and delivered to Seller, the Title Company and Surveyor within ten (10) days following the latter of Buyer’s receipt of the Title Commitments, the documents reflecting Exceptions, or the Updated Survey. Seller shallshall have the right, but not the obligation, to cure (or cause to be cured, including by way of express title insurance or its equivalent) any Exceptions constituting Title Objections, such cure to be effected not later than five (5) Business Days prior to the Closing Date (the “Cure Period”); provided, however, that in the event a mortgage, deed of trust or other similar monetary lien secured by the Real Estate and placed on the Real Estate by or at the request of a Seller or an Affiliate of Seller (collectively a “Mortgage Lien”) affects all or any portion of the Seller’s interest in the Real Estate, on or before Closing, Seller shall cause all such Mortgage Liens to be satisfied in a manner which is sufficient to cause them to no longer affect title to the Real Estate, and the Real Estate shall be conveyed free and clear of all such Mortgage Liens, and such Mortgage Liens shall in no event constitute, or be deemed to constitute, a Permitted Lien. If Seller elects not to, fail, or is unable for any other reason to cure any Exceptions constituting Title Objections during the Cure Period, Buyer shall have the right, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In following the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or the date which is thirty (30) business days following SellerCure Period and as Buyer’s receipt of Purchaser’s Title Noticesole and exclusive remedy in such event, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall to either (i) terminate this Agreement waive in which event the Deposit shall be returned writing its Title Objections with respect to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofsuch Exceptions, or (ii) accept terminate this Agreement by written notice to Seller, it being understood that the condition scheduled Closing Date shall be extended by five (5) days (or the lesser number of days until Buyer waives the Title Objections, if applicable) to accommodate Buyer’s election. If Buyer fails to terminate this Agreement in accordance with clause (ii) of the title to immediately preceding sentence within the Property as it then is, without diminution of required time period or otherwise consummates the Purchase Price. If Purchaser fails to elect (i) aboveClosing, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s waived all Title Objections which have not, as of such time, been cured, and those all Exceptions forming the basis for such uncured Title Objections that are accepted pursuant to this subsection shall be deemed to be become Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerLiens.

Title Review. Purchaser shall have the right to object to any title exception affecting the Owned Real Property created or suffered by the Company, or first made known to Purchaser, between the effective date of the Title Commitment and the Closing Date which is not a Real Property Permitted Exception, including any such title exception that is disclosed by a Survey (any such matter that is not a Real Property Permitted Exception, a “Title Defect”) by giving written notice to Seller on or before the date ten days after Purchaser first had knowledge of such Title Defect and, in any event, prior to the Closing. Purchaser may object to any Title Defect, but the same shall be considered a Real Property Permitted Exception and not a Title Defect if: (i) the Title Company is willing to insure over such Title Defect (without additional cost to Purchaser or where Seller elects at its sole option to pay such cost for Purchaser’s account), (ii) the Title Company is willing to provide affirmative insurance over such Title Defect (without additional cost to Purchaser or where Seller at its sole option elects to pay such cost for Purchaser’s account), (iii) such Title Defect will be eliminated at the Closing, or (iv) such Title Defect is waived in writing by Purchaser. Seller shall have the right, but not the obligation, to cure or remove any Title Defects at or prior to the Closing; provided, however, that Seller shall be obligated to clear cause any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause Lien encumbering any Owned Real Property to be satisfied and or otherwise released at on or prior to Closing (with Seller having before the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title ObjectionsClosing. In the event Seller elects that Purchaser has given a timely notice of objection to attempt a Title Defect in accordance with this Section 7.2 and such Title Defect is not eliminated prior to remove or correct Title Objections(s) and by at the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title ObjectionsClosing, then Purchaser shall either (i) have the right, as Purchaser’s sole and exclusive remedy, exercisable solely if such Title Defect would reasonably be expected to have a Material Adverse Effect, to terminate this Agreement in which event the Deposit by giving written notice of such termination to Seller. In any instance where Purchaser does not exercise Purchaser’s termination right, any uncured Title Defect shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title subject to the Property as it then isprovisions of Section 11, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens liability for such incurred Title Defect shall be borne by Sellersurvive the Closing. Neither the termination of the representations and warranties set forth in Section 4.9(a) as of the Closing Date pursuant to Section 11.1(a)(i) nor the references to zoning, land use or building and fire code matters in the definition of “Real Property Permitted Exception” shall limit the rights of Purchaser to indemnification under Section 11.2(a)(i) with respect to any breach of the representations and warranties of Seller under Sections 4.9(f)(i)-(iv) and (vi)-(vii).

Title Review. Seller Purchaser shall be obligated have ten (10) days after receipt of the Commitment (the “Review Period”) in which to clear review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), matters disclosed thereon which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having render the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateUnit unmarketable, Purchaser shall give may object to such matters by giving written notice (“Purchaser’s Title Notice”) to Seller of and the existence of any encumbrances and defects in title Title Company, stating with specificity the exceptions to which Purchaser objects and that are not Permitted Encumbrances (the “Title ObjectionsObjection Notice”). Seller shallIf no such Objection Notice is timely given by Purchaser, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If an Objection Notice is timely issued by Purchaser, Seller, at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller’s expense, (iiand Seller shall be entitled to an adjournment of the Closing for a period of up to thirty (30) abovedays for such purposes). Encumbrances and defects The existence of liens or encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to provide to Purchaser a title that are insurance endorsement insuring against such lien or encumbrance. If Seller does not included in provide a written response to Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser’s objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure such objection before the scheduled date of Closing (as the same may be Permitted Encumbrances. Notwithstanding anything herein extended under this paragraph), then Purchaser shall have the right to further extend the contrarydate of Closing for seven (7) calendar days, Seller’s Liens during which period Purchaser shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.determine if Purchaser shall:‌

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except monetary liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding , and Seller shall deliver the foregoingProperty free and clear of any such monetary liens; provided, prior however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is filed against the Property without Seller's consent, then, at Seller's option, Seller shall have a reasonable period of time, not to exceed thirty (30) days from the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to date Seller first has actual knowledge of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallfiling, within five (5) business days from receipt of Purchaser’s which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in a manner sufficient for the Title NoticeCompany to issue the Title Policy without exception to said lien or lien claim, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In and in the event Seller elects to attempt dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is said thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, day period. Seller has not arranged for removal further agrees to remove any exceptions or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included in voluntarily created by, under or through Seller after the Effective Date without Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary's consent (if requested, Seller’s Liens such consent shall not be deemed unreasonably withheld or delayed). The term "Permitted Encumbrances. Recording fees for recording documents Exceptions" shall mean: the specific exceptions in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has not agreed to discharge remove from the Title Objections Commitment as of the end of the Title and Seller’s Liens shall Survey Review Period (except to the extent the same are to be borne by Sellermodified pursuant to the terms hereof) and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey as of the date of the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and payable; rights of tenants, as tenants only, under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing.

Title Review. Seller Purchaser shall be obligated have ten (10) days after receipt of the Commitment (the “Review Period”) in which to clear review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), matters disclosed thereon which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having render the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateUnit unmarketable, Purchaser shall give may object to such matters by giving written notice (“Purchaser’s Title Notice”) to Seller of and the existence of any encumbrances and defects in title Title Company, stating with specificity the exceptions to which Purchaser objects and that are not Permitted Encumbrances (the “Title ObjectionsObjection Notice”). Seller shallIf no such Objection Notice is timely given by Purchaser, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If an Objection Notice is timely issued by Purchaser, Seller, at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller’s expense, (iiand Seller shall be entitled to an adjournment of the Closing for a period of up to thirty (30) abovedays for such purposes). Encumbrances and defects The existence of liens or encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to provide to Purchaser a title that are insurance endorsement insuring against such lien or encumbrance. If Seller does not included in provide a written response to Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser’s objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure such objection before the scheduled date of Closing (as the same may be Permitted Encumbrances. Notwithstanding anything herein extended under this paragraph), then Purchaser shall have the right to further extend the contrarydate of Closing for seven (7) calendar days, Seller’s Liens during which period Purchaser shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.determine if Purchaser shall:

Title Review. Seller shall be obligated All title encumbrances or exceptions which are referred to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller listed in Schedule B of the existence of any encumbrances Title Commitment, or are shown on the Survey, and defects in title to which Purchaser objects does not object in a written notice given to Seller on or before the period of time (the "Objection Period") expiring fifteen (15) days after the date on which Purchaser has received the last to be received of the Title Commitment, the Exception Documents and that are not Permitted Encumbrances (“Title Objections”). Seller shallthe Survey, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that be exceptions (the "Permitted Exceptions") which are permitted to be included as exceptions to title both in Seller's Deed to Purchaser and in the Owner's Policy of Title Insurance required by SECTION 10.1.(E) below. With regard to matters to which Purchaser does object in a written notice given to Seller before the end of the Objection Period, Seller shall remove or correct all have a period of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(stime expiring ten (10) and by the later of the Due Diligence Date or days after the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objectionsreceived Purchaser's written objection notice ("Seller's Curative Period") within which Seller may (but shall have no obligation) to cure such written objections. Seller shall have the right, but no obligation, to cure any matters to which Purchaser objects. If Seller fails to cure any such objections within Seller's Curative Period, then Purchaser Purchaser, as its sole and exclusive remedy, shall either (i) have the right to terminate this Agreement in which event by written notice delivered to Seller and the Title Company prior to the expiration of the Review Period, whereupon all of the Earnxxx Xxxey Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofPurchaser, or (ii) accept the condition of the title Purchaser, at its election may waive in writing any such objections and proceed to the Property as it then is, Closing without diminution of reduction in the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Price in which event such written objections shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment and the Survey. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, AFE, PXR, PXURA or PXLA, or assumed by Seller, AFE, PXR, PXURA or PXLA, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller, AFE, PXR, PXURA or PXLA shall deliver the Real Property and Improvements free and clear of any such liens; provided, however, that the foregoing requirement to discharge liens shall not apply to liens on any tenant’s leasehold estate. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller, AFE, PXR, PXURA or PXLA after the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Effective Date without Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are consent (if requested, such consent shall not Permitted Encumbrances (“Title Objections”be unreasonably withheld or delayed). Seller shall, within five The term “Permitted Exceptions” shall mean: (5A) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either exceptions (i) terminate this Agreement in which event that are part of the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunderpromulgated title insurance form for each Title Commitment, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept that the condition Title Company is unable to remove under applicable insurance regulations, (iii) that the Title Company has not agreed to remove from the Title Commitments notwithstanding that Seller, AFE, PXR, PXURA and PXLA have delivered the Title Affidavits to the Title Company, (iv) that Purchaser consents to, or is deemed to have consented to, as of the end of the Title and Survey Review Period and (v) that Seller is not required to remove as provided above; (B) matters created by, through or under Purchaser; (C) items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a new Survey, all matters that a current, accurate survey of the Real Property and Improvements would show); (D) real estate taxes and payments under the Financial Agreement, which are not yet due and payable; (E) rights of tenants under the Leases; and (F) any encumbrances relating to the Property created by, though or under any tenant of the Property that does not render title to the Property as it then isunmarketable, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are provided such tenant is not included otherwise in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerdefault under its Lease.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitments and the Surveys. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, or assumed by Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens; provided, however, that the foregoing requirement to discharge liens shall not apply to liens on any tenant’s leasehold estate. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Effective Date without Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are consent (if requested, such consent shall not Permitted Encumbrances (“Title Objections”be unreasonably withheld or delayed). Seller shall, within five The term “Permitted Exceptions” shall mean: (5A) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either exceptions (i) terminate this Agreement in which event that are part of the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunderpromulgated title insurance form for each Title Commitment, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept that the condition Title Company is unable to remove under applicable insurance regulations, (iii) that the Title Company has not agreed to remove from the Title Commitments notwithstanding that Seller has delivered the Title Affidavits to the Title Company, (iv) that Purchaser consents to, or is deemed to have consented to, as of the title end of the Title and Survey Review Period and (v) that Seller is not required to remove as provided above; (B) matters created by, through or under Purchaser; (C) items shown on the Surveys which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain new Surveys, all matters that current, accurate surveys of the Property would show); (D) real estate taxes not yet due and payable; (E) rights of tenants under the Leases; and (F) any encumbrances relating to the Property as it then iscreated by, without diminution though or under any tenant of the Purchase Price. If Purchaser fails Property that does not render title to elect (i) abovesuch Property unmarketable, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are provided such tenant is not included otherwise in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerdefault under its Lease.

Title Review. Within ten (10) business days after the Effective Date of this Agreement, Buyer shall obtain a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Buyer, plotting all easements specified therein (collectively, the “Title Report”). Buyer shall notify Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount in writing (“Seller Liens”), which SellerBuyer’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Objection Notice”) to Seller of on or before the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or Period of any objections Buyer may have to the date title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of all exceptions to title shown on the Preliminary Title Report. Seller shall have a period of ten (10) days after receipt of Buyer’s Objection Notice in which is thirty to deliver written notice to Buyer (30) business days following “Seller’s receipt Notice”) of PurchaserSeller’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall election to either (i) terminate this Agreement in which event agree to remove or cure the Deposit shall be returned objectionable items prior to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofClose of Escrow, or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall have the right, by written notice delivered to Seller within ten (10) days after Buyer’s receipt of Seller’s Notice, to agree to accept the condition of the title Property subject to the Property as it then isobjectionable items, in which event Seller’s election to terminate the Escrow shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without diminution of any adjustment to or credit against the Purchase Price. If Purchaser fails Upon the issuance of any amendment or supplement to elect (i) abovethe Title Report which adds additional exceptions, then Purchaser or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be deemed limited to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.ten

Title Review. Purchaser shall have until the expiration of the Review Period (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or shown on the Updated Survey, if any, other than those Permitted Exceptions which are listed on Exhibit E. If Purchaser does not give notice of any objections to Seller within the Title Review Period, Purchaser shall be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Existing Survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. If Purchaser provides timely objections, Seller shall have five (5) business days after receipt of Purchaser’s notice (the “Title Cure Period”) in which to elect, by written notice to Purchaser, either (i) to cure or attempt to cure Purchaser’s objections, or (ii) not to cure Purchaser’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated obligated, at Closing, to clear cause Title Insurer to remove (by waiver or endorsement) any (a) mortgage or deed of trust granted by Seller affecting the Property and all encumbrances (b) mechanic’s liens with respect to work contracted for by Seller at the Property, provided that Seller has received written notice of title of an ascertainable monetary amount (“Seller Liens”), which Sellerany such mechanic’s Liens Seller shall cause to be satisfied and or released at or lien prior to Closing (with Seller having collectively, the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title ObjectionsRequired Cure Items”). In the event that Seller shallfails to provide such written notice of its election to proceed under either clause (i) or (ii) above, Seller shall be deemed to have elected clause (ii) above. At Seller’s cost and expense, Seller may bond around any such matters to Title Insurer’s reasonable satisfaction or cause Title Insurer to endorse over any such objection, and in either event, such objection shall be deemed cured. If Purchaser provides timely objections and all of Purchaser’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ix) terminate this Agreement in by giving a termination notice to Seller, at which event time Escrowee shall return the Deposit shall be returned Xxxxxxx Money to Purchaser and the parties hereto shall have no further rights rights, liabilities, or obligations hereunderunder this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Purchaser’s title as shown in the Title Commitment the title exception documents, except for rights the Existing Survey or the Updated Survey, if any, and obligations whichany such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, by their termsPurchaser will be deemed to have waived the uncured objections and to approve the title as shown in the Title Commitment the title exception documents, survive the termination hereofExisting Survey or the Updated Survey, if any, and such uncured objections shall become “Permitted Exceptions”. If an update of the Updated Survey or any supplemental title commitment or update issued subsequent to the date of the original Title Commitment discloses any materially adverse matters not set forth on the Existing Survey, the Updated Survey or the original Title Commitment, then, no later than the later of (i) the expiration of the Review Period, or (ii) accept the condition five (5) business days after Purchaser’s receipt of such update of the title Updated Survey, but in no event later than the date that is ten (10) days prior to the Property scheduled Closing Date, or (iii) five (5) business days after Purchaser’s receipt of such supplemented or updated Title Commitment, as it then isapplicable, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed have the right to have elected (ii) above. Encumbrances object to any such matter, in which event the same procedures for response, termination and defects waiver set forth above shall apply to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellersuch new objections.

Title Review. Seller shall be obligated to clear any and all encumbrances Within five (5) days of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Contract Date, Purchaser shall give notice cause the Title Company to deliver to Purchaser a commitment (the “Commitment”) for an owner’s title insurance policy issued by the Title Company in the amount of the purchase price, covering title to the Property subject only to: (a) the Leases and other matters of record affecting the Property set forth in the commitment (collectively, the “Schedule B Exceptions”); (b) the standard title exceptions contained in the Title Company’s form of commitment to issue an owner’s policy including, without limitation the exception for real estate taxes for the year of Closing (all of which shall be Permitted Exceptions hereunder); and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount voluntarily created by Seller which shall be removed by Seller by the payment of money at the time of closing. At the same time, the Title Company shall deliver legible and complete copies of all recorded documents noted in the Commitment. If the Commitment discloses any Schedule B Exceptions which are objectionable to Purchaser, or if the Survey shows any encroachments which are objectionable to Purchaser, Purchaser shall notify Seller in writing (“Purchaser’s Title Objection Notice”) to Seller within fifteen (15) days following receipt of the existence last to be delivered of any encumbrances the Commitment and defects copies of the Schedule B exceptions, and the Survey and Seller shall have the right, but not the obligation, to have the objectionable items specified in title the Objection Notice removed from the Commitment or to which have the Title Company commit to insure against loss or damage that may be occasioned by such exceptions. If Seller is unable or unwilling to remove or cause the removal of Purchaser’s objections, Seller shall have the right to so advise Purchaser objects and that are in writing within five (5) days after Seller’s receipt of the Objection Notice (if Seller fails to so notify Purchaser, Seller shall be deemed to have elected not Permitted Encumbrances (“Title Objections”). Seller shallto cure or remove Purchaser’s objections) and, within five (5) business days from receipt of following Purchaser’s Title Notice, notify receipt (or deemed receipt) of any such written advice from Seller. Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) may terminate this Agreement in which event the Deposit Contract (“Title Termination Notice”). If Purchaser timely terminates this Contract, all Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and such obligations which, by their terms, which expressly survive the any termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Pricethis Contract. If Purchaser fails to elect (i) abovetimely send a Title Termination Notice to Seller or if Purchaser closes the transaction contemplated by this Contract, then Purchaser shall be deemed to have accepted and approved all uncured matters specified in the Objection Notice and Purchaser shall be deemed to have elected to purchase the Property subject to all such uncured matters without any reduction in the Purchase Price, and all such uncured matters shall be deemed Permitted Exceptions hereunder. Notwithstanding any provision to the contrary in this Contract, Seller will be obligated to cure exceptions to title to the Property relating to (or, as to (ii) above. Encumbrances below, cure or cause deletion from the Commitment) (i) liens and defects security interests securing any loan created or assumed or suffered by Seller or any affiliate of Seller, (ii) any other liens or security interests created by documents executed by Seller to title that are not included in Purchasersecure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year, and (iii) any mechanic’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrarymaterialman’s lien claiming by, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by through or under Seller.

Title Review. Buyer shall have until February 1, 1997, or fifteen ------------ (15) days prior to closing (the "Title Review Period") within which to conduct title due diligence with respect to the Properties whether through the examination of lease files, abstracts, xxxxxxx'x ownership reports or physical inspection of the documents indexed against the Properties. If the records or materials furnished to or examined by Buyer reflect the existence of any discrepancy in working or net revenue interests or any material encumbrance, encroachment or defect in title that renders title to all or any portion of the Properties, less than defensible, and which Buyer does not waive (the "Title Defects"), written notice of such specific Title Defects shall be given by Buyer to Seller on or before expiration of the Title Review Period. No matter shall be construed as a Title Defect unless so construed under generally accepted oil and gas industry title examination standards for the State of Oklahoma, but Title Defects shall specifically include any preferential right to purchase which is exercised or outstanding. If Title Defects shall be timely asserted by Buyer, Seller may but shall not be obligated to clear any and make reasonable efforts to cure all encumbrances of such title of an ascertainable monetary amount (“Seller Liens”), which defects at Seller’s Liens Seller shall cause to be satisfied and or released at or 's sole expense prior to Closing closing. With respect to any Title Defect which remains uncured forty-eight (with 48) hours prior to Closing, then (i) Buyer shall propose an adjustment to the Purchase Price (which shall not exceed the Allocated Value of the affected Property) which Buyer believes represents the difference between the Allocated Value and the true value given the existence of the unresolved Title Defect, (ii) Seller having the right may accept Buyer's proposed adjustment to apply the Purchase Price or may negotiate with Buyer a portion thereof for such purpose). Notwithstanding the foregoing, prior lesser adjustment to the Due Diligence DatePurchase Price, Purchaser and (iii) if Seller and Buyer cannot agree upon a reduced Purchase Price, the Property affected by the Title Defect shall give notice (“Purchaser’s Title Notice”) not be sold to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallBuyer, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice but shall be deemed retained by Seller and the Purchase Price shall be reduced by the Allocated Value assigned to mean that Seller shall remove or correct all of Purchaser’s Title Objectionssuch Property in Exhibit "A" hereto. In the event Seller elects to attempt to remove or correct Title Objections(sthat the Purchase Price shall be reduced by ten percent (10%) and by in the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticeaggregate, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) may at its option terminate this Agreement in which event the Deposit shall be returned to Purchaser agreement, and the parties each party hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerbear its own costs connected therewith.

Title Review. On or before the date that is thirty (30) days after the Effective Date, Seller shall be obligated cause the Title Company to clear any and all encumbrances of deliver to Buyer a title of an ascertainable monetary amount report with respect to the Property (the “Seller LiensTitle Report”), and within ten (10) days of receipt of such title report, Xxxxx shall deliver to Seller a written notice of any title objections, which Seller’s Liens may be based on any survey of the Property that Buyer may obtain, or based upon any survey of the Property received from Seller (the “Objection Notice”). If Buyer does not deliver the Objection Notice within such 10-day period, then it shall cause be deemed to have accepted all matters reflected in the Title Report, and all such matters shall be satisfied and or released at or prior deemed Permitted Exceptions. Seller may agree to Closing remedy the title objections identified in the Objection Notice by written notice to Buyer (with Seller having the right to apply “Objection Response”) delivered within ten (10) days after its receipt of the Purchase Price or a portion thereof for such purpose)Objection Notice. Notwithstanding the foregoing, prior to all title encumbrances that can be removed solely by the Due Diligence Datepayment of money, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallsuch as mortgages or statutory liens, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Permitted Exceptions. If Seller shall remove or correct all of Purchaser’s Title Objections. In does not deliver the event Seller elects to attempt to remove or correct Title Objections(s) and by Objection Response within the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objectionsabove 10-day period, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected not to cure the title objections identified in the Objection Notice, in which case Buyer may elect either to: (iia) aboveproceed to Closing, in which case Buyer shall accept title to the Property subject to the objections that Seller has not agreed to cure or remedy (and such matters shall be deemed Permitted Exceptions); or (b) terminate this Agreement by delivery of written notice to Seller within ten (10) business days after its receipt of the Objection Response or the expiration of Seller’s 10-day response period. Encumbrances and defects to title that are If Xxxxx does not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection deliver notice of its election within said 10-day period, it shall be deemed to be Permitted Encumbranceshave elected to proceed to Closing. Notwithstanding anything herein If the Title Company issues a supplement to the contraryTitle Report, Seller’s Liens including any supplement issues subsequent to Final Plat Recording, the procedure in this Section 8 shall not be deemed Permitted Encumbrances. Recording fees for recording documents apply to discharge Title Objections the supplement, except that Buyer shall have five (5) days following receipt of such supplement to notify Seller of its disapproval of any new exceptions, Seller shall have five (5) days to give Buyer notice that Seller will remove any new objected to exceptions, Buyer shall have five (5) days to elect to proceed to Closing, and Seller’s Liens the Closing Date shall be borne by Sellerautomatically extended to accommodate this process.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Existing Survey and, by giving notice to Seller on or before the end of the Title and Survey Review Period, may object to any title exception in the Title Commitment or any matter appearing in the Existing Survey or the New Survey. Notwithstanding the foregoing, provided that Purchaser orders the New Survey within ten (10) days of the Effective Date but does not receive the New Survey at least five (5) business days prior to the end of the Title and Survey Review Period, Purchaser shall have until the date which is five (5) business days after its receipt of the New Survey (but not later than five (5) business days before the Closing Date) to object to any matter appearing in the New Survey which did not appear in the Existing Survey. Purchaser shall be deemed to have approved title to the Property as shown in the Title Commitment unless Purchaser objects to any title exception or survey matter in accordance with this Section 5.3. If Purchaser makes any such objection, Seller may, by giving notice to Purchaser within four (4) business days of Seller's receipt of Purchaser's objection, elect either to cure such objection or not to cure such objection. Seller shall be obligated deemed to clear have elected not to cure any such objection unless Seller expressly, in writing, elects to cure any such objection in accordance with this Section 5.3. If Seller elects to cure any such objection, Seller shall cure the title exception in question on or before the Closing Date. If Seller elects (or is deemed to have elected) not to cure any such objection, Purchaser shall have the right, by giving notice to Seller within one (1) business day after the date Purchaser receives notice of Seller's election not to cure, or the date Seller is deemed to have elected not to cure, the objection, either to terminate this Agreement (in which case the Earnxxx Xxxey shall be returned to Purchaser, and, except as otherwise provided herein, the parties shall have no further liability or obligation hereunder) or to withdraw such objection and accept title to the Property subject to the title exception or survey matter in question. If Purchaser does not exercise the right to terminate this Agreement in accordance with this Section 5.3, Purchaser shall be deemed to have approved title to the Property set forth in the Title Commitment, the Existing Survey and New Survey subject to the exception in question and to have withdrawn such objection. Any matters set forth in any update of the Title Commitment, or the New Survey shall be subject to the express written approval of Purchaser. Seller shall have no obligation to cure title objections, except mortgages, deeds of trust and monetary liens (including liens for delinquent taxes, mechanics' liens and judgment liens) affecting the Property and all encumbrances of title of an ascertainable monetary amount indebtedness secured thereby (“Seller collectively, the "Existing Liens”"), which Seller’s Existing Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding , and Seller shall deliver the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence Property free and clear of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”)Existing Liens. Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt further agrees to remove any exceptions or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.created

Title Review. Seller shall be obligated Buyer shall, at Buyer’s sole cost and expense, within forty-five (45) Days after the Effective Date (the Title Review Period), obtain one or more title insurance commitments (the Title Commitments) binding a nationally recognized title insurance company licensed by the State (the Title Company) to clear any and all encumbrances issue one or more policies of title of an ascertainable monetary amount (“Seller Liens”)insurance covering the Fee Interests and the Easements, which Sellerand, at Buyer’s Liens Seller shall cause to be satisfied election and sole expense, one or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”)more Surveys. Seller shallwill promptly process and provide any information reasonably requested by Buyer and Title Company for the purpose of preparing the Title Commitments. Buyer, within five (5) business days from Days’ of Buyer’s receipt thereof, shall deliver to Seller a copy of Purchaserthe Title Commitment and Surveys, including the full text of each of the title exceptions or defects referred to therein. At any time during the Title Review Period, Buyer may reasonably object in writing to any exceptions (except for Permitted Encumbrances) that appear in the Title Commitments or the Surveys that materially affect the Assets and that are unacceptable to Buyer (Buyer’s Title NoticeObjections). If no such objection notices are given during the Title Review Period, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correctexcept as otherwise provided herein, provided that failure of Seller to give said notice Buyer shall be deemed to mean that have accepted all exceptions to title and all other matters shown on the Title Commitments and Surveys and all such exceptions and all other matters shown on the Title Commitments and Surveys shall be included in the term Permitted Encumbrances; provided, however, that, notwithstanding anything to the contrary contained herein, Seller hereby agrees that, prior to Closing, Seller shall (1) remove or correct satisfy, to the reasonable satisfaction of Title Company and Buyer, all mortgages, or deeds of trust created by Seller, and (2) remove, satisfy or bond, as the case may be, to the reasonable satisfaction of the Title Company and Buyer, all judgments, liens (including but not limited to mechanic’s and materialmen’s liens or other security interests), or encumbrances (other than liens for Taxes which are not due and payable) that can be removed by the payment of a liquidated sum of money not exceeding $5,500,000 in the aggregate, excluding any costs of defeasance, prepayment penalties or premiums or other costs to the Seller of removing the same (collectively Monetary Liens). Seller may, but shall not be obligated to, at its sole cost and expense, cure or remove any or all of PurchaserBuyer’s Title ObjectionsObjections and give Buyer written notice of its intent with respect thereto within ten (10) Business Days after the Title Review Period expires. In the event If Seller elects to attempt to cure or remove any or correct all of Buyer’s Title Objections(s) and by the later Objections, Seller shall, subject to Section 9.1.5, be entitled to one or more reasonable adjournments of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of PurchaserClosing to attempt to cure Buyer’s Title NoticeObjections, but Seller has shall not arranged for removal be obligated to expend any sums, commence any lawsuits or correction of said take any other action in order to cure the same. If Seller does not agree, in writing, to cure or remove any or all Buyer’s Title Objections, within ten (10) Days after Seller receives Buyer’s Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Seller shall be deemed to have elected not to cure or remove those Buyer’s Title Objections that Seller has not previously agreed to cure. If Seller is unable or unwilling to cure or remove or commit in writing to so cure or remove prior to Closing Buyer’s Title Objections to the reasonable satisfaction of Buyer and the Title Company, or if, after electing to attempt to cure or remove such Buyer’s Title Objections, Seller determines, in Seller’s reasonable judgment, that it is unable to cure or remove such Buyer’s Title Objections, Buyer’s sole remedy hereunder in such event shall be either: (i) to accept title to the Fee Interests and Easements subject to those Buyer’s Title Objections that Seller is unwilling or unable to cure as if Buyer had not objected thereto and without reduction of the Purchase Price; or (ii) aboveat any time prior to Closing, elect to terminate this Agreement by giving notice in writing to Seller in which event neither party hereto shall have any further rights, obligations or liabilities with respect to the other hereunder, except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Encumbrances and defects In the event that Buyer does not elect, in writing, to title that are not included in Purchaserterminate this Agreement, Buyer shall be deemed to have accepted all of Buyer’s Title Objections and those (other than Monetary Liens) that Seller has notified Buyer that Seller is unable or, in the case of Buyer’s Title Objections that are accepted Seller has not previously elected to cure, unwilling, to cure and those remaining Buyer’s Title Objections shall be included in the term Permitted Encumbrances. To terminate this Agreement pursuant to this subsection Section 4.3, Buyer must give written notice to Seller of its election to terminate not later than ten (10) Days after receipt of written notice from Seller of its election not to attempt to cure any title exception or of Seller’s determination, having previously elected to attempt to cure such exception, that it is unable or unwilling to do so. If Buyer fails to give Seller timely notice of its election to terminate, Buyer shall not have the right to terminate this Agreement under this Section 4.3 and those Buyer’s Title Objections that Seller has notified Buyer that it is unwilling or unable to cure shall be deemed to be a Permitted Encumbrances. Notwithstanding anything herein Encumbrance hereunder, and Buyer shall be bound to proceed to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents Closing and consummate the Contemplated Transactions pursuant to discharge Title Objections and Seller’s Liens shall be borne by Sellerthe terms of this Agreement.

Title Review. Seller shall be obligated With respect to clear any and all encumbrances of title of an ascertainable monetary amount matters, on or before 5:00 p.m. on twenty days before the Closing Date (the “Seller LiensTitle Notice Date”), which Seller’s Liens Buyer will notify Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt after the Title Notice Date of Purchaserany manner in which the title to the Real Property (the “Title Certification Date”) does not comply with the requirements of this Agreement (“Buyer’s Title Defect Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that ”). Seller shall remove or correct all notify Buyer within ten (10) days of PurchaserBuyer’s Title ObjectionsDefect Notice as to the actions which Seller intends to take to cure such title defects (“Seller’s Title Response”). In the event that Seller elects does not provide reasonable assurances that Seller will endeavor to attempt cure said defects, then Buyer, by an additional notice to remove or correct Title Objections(sSeller, given within the (10) and by the later days of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title NoticeResponse, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement Agreement, (ii) waive some or all of Buyer’s objections in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofBuyer’s Title Defect Notice, or (iiiii) accept the condition notify Seller of the title any defect which Buyer asserts Seller is required to remedy under Section 2. Buyer may not give notice of its election to terminate if Seller has given assurances to Buyer in Seller’s Title Response that it will use reasonable efforts to cure such defects. Notwithstanding any other provision of this Agreement to the Property as it then iscontrary, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Buyer will be deemed to have elected waived any objections to all title matters existing as of the Title Notice Date to the extent any such objection(s) is (iiare) above. Encumbrances and defects to title that are not included noted in Purchaserthe Buyer’s Title Objections Defect Notice to Seller; and those Title Objections that are accepted pursuant to this subsection (b) Seller shall be deemed required to be Permitted Encumbrancesremove or bond over all monetary liens on the Premises as a condition to Buyer’s obligations to close, whether or not noted on Buyer’s Title Defect Notice. Notwithstanding anything herein to the contrarycontrary contained herein, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees any title matter that is the subject of a title standard of the Real Estate Bar Association for recording documents to discharge Title Objections and Seller’s Liens Massachusetts as of the Closing Date shall be borne governed by Sellersaid title standard to the extent applicable.

Title Review. Purchaser shall have until the later of (a) the expiration of the Inspection Period or (b) fifteen (15) days after receipt of the Title Documents, including an executed copy in recordable form of the Restated Declaration and the As Built Survey ("Purchaser's Title & Survey Notice Date") in which to examine title to the Property and in which to deliver to Seller a written notice (the "Purchaser's Title & Survey Notice") of Purchaser's objection to any matters affecting title to the Property ("Title or Survey Objections"). The failure of Purchaser to give the Purchaser's Title & Survey Notice on or before the Purchaser's Title & Survey Notice Date shall be obligated deemed to clear constitute Purchaser's approval of all title matters shown in the Title Documents and Survey. If Purchaser raises any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”)Title or Survey Objections, which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from after Seller's receipt of the Purchaser’s 's Title & Survey Notice, notify give Purchaser written notice (the "Seller's Title & Survey Response") of those Title Objections that Seller elects not to attempt to remove or correctSurvey Objections, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event if any, which Seller elects to attempt to remove or correct eliminate from the Title Objections(sPolicy (as defined in Paragraph 3.4 below) and by as exceptions to title to the later Property. If Seller notifies Purchaser that Seller will not cure some or all of the Due Diligence Date Title or the date which is thirty Survey Objections, Purchaser shall have five (305) business days following Seller’s after Purchaser's receipt of Purchaser’s the Seller's Title Notice& Survey Response to review and approve the Seller's Title & Survey Response. If Purchaser approves of the Seller's Title & Survey Response, Seller covenants and agrees that on or before the Closing Date Seller shall eliminate or remedy from the Title Policy and as exceptions to the Property any Title & Survey Objections which Seller has elected in the Seller's Title & Survey Response to cure. Except for those items which Seller expressly elects in Seller's Title & Survey Response to cure and except as provided in Paragraph 3.6, Seller shall have no duty or obligation whatsoever to cure any matters of title. If Seller does not arranged for removal elect to cure some or correction all of said the Title Objections& Survey Objections and if Purchaser timely disapproves in writing of the Seller's Title & Survey Response, then this Agreement shall be null and void, Purchaser shall either be entitled to a return of the Exxxxxx Money (ias defined in Paragraph 4.1 below) terminate this Agreement in which event the Deposit shall be returned to Purchaser and whereupon the parties hereto shall have no further rights rights, duties, obligations or obligations hereunder, liabilities to one another hereunder except for rights and obligations which, by their terms, survive as specifically provided herein to the termination hereof, or (ii) accept the condition contrary. The failure of Purchaser to provide written notice of disapproval to Seller of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect Seller's Title & Survey Response within such five (i5) above, then Purchaser business day period shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in constitute Purchaser’s 's approval of the Seller's Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller& Survey Response.

Title Review. Seller Buyer shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, satisfy itself prior to the expiration of the Due Diligence Period that an owner’s policy of title insurance (“Owner’s Policy”) is available on terms and conditions satisfactory to Buyer in its sole discretion. Prior to the Effective Date, Purchaser shall give Buyer has delivered written notice to Seller (“Purchaser’s Title Disapproval Notice”) of Buyer’s objections to Seller of the existence of any encumbrances and defects in exceptions to title to which Purchaser objects and that are not Permitted Encumbrances shown on the Title Report or the matters disclosed by the Survey (each, a “Disapproved Title ObjectionsMatter”). Seller shall, within five (5) business days from receipt no later than the expiration of Purchaser’s Title Noticethe Due Diligence Period, notify Purchaser of those Buyer (being a “Seller Response Notice”) as to each properly Disapproved Title Objections that Matter either that: (i) Seller elects not to attempt cause such Disapproved Title Matter to remove be removed as of the Closing Date (or correctotherwise take any action with respect thereto), or (ii) Seller intends to either: (a) cause such Disapproved Title Matter to be removed or released on the Closing Date; or (b) cause Title Company to bond, insure or endorse over such Disapproved Title Matter. If Seller has provided a Seller Response Notice to Buyer stating that Seller will not remove, release or otherwise correct any such Disapproved Title Matter or if Seller has not provided a Seller Response Notice to Buyer (which shall be deemed an election by Seller not to take any action with respect to any such Disapproved Title Matter), then Buyer may elect in writing not later than the expiration of the Due Diligence Period, either to waive Buyer’s objection to any such Disapproved Title Matter or to terminate this Agreement (and Buyer’s failure to deliver a Termination Notice prior to the expiration of Seller the Due Diligence Period shall be deemed a waiver of Buyer’s objection to give said notice any such Disapproved Title Matter). If Buyer shall fail to make such election, then Buyer shall be deemed to mean that Seller shall remove or correct all of Purchaser’s have waived its objection to any such Disapproved Title ObjectionsMatter. In the event Seller elects Buyer shall elect in writing prior to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date Period to terminate this Agreement pursuant to this Section 4B, the Deposit (minus the Independent Consideration) shall be promptly delivered by Title Company to Buyer, and the parties shall have no further obligations or the date which is thirty liabilities hereunder (30) business days following Seller’s receipt except for any obligations or liabilities that expressly survive termination of Purchaser’s Title Notice, this Agreement). If Seller has provided a Seller Response Notice to Buyer stating that Seller has elected either choice under subclause (ii) above, and any such Disapproved Title Matter is not arranged for removal removed, released, bonded, insured or correction endorsed over as aforesaid as of said Title Objectionsthe Closing Date, then Purchaser Buyer shall either have the right to (iA) terminate this Agreement in which event the Deposit (minus the Independent Consideration) shall be returned promptly delivered by Title Company to Purchaser Buyer and Buyer shall be entitled to reimbursement of Buyer’s Expenses in the event that Buyer is required to deliver Buyer Reports to Seller in accordance with the terms of Section 5C of this Agreement, and the parties hereto shall have no further rights obligations or obligations hereunder, liabilities hereunder (except for rights and any obligations which, by their terms, or liabilities that expressly survive the termination hereofof this Agreement), or (iiB) accept waive the condition foregoing right of termination and all other rights and remedies on account of any such Disapproved Title Matter and to close the title to the Property as it then istransaction contemplated by this Agreement, without diminution any reduction or abatement of the Purchase Price. If Purchaser fails Buyer shall fail to elect (i) abovemake such election, then Purchaser Buyer shall be deemed to have elected made the election set forth in subclause (iiB) above. Encumbrances All exceptions in the Title Report and defects to title matters on the Survey that are not included in Purchaser’s Title Objections and those Title Objections that are accepted approved or deemed approved by Buyer pursuant to this subsection Section 4B are hereinafter collectively referred to as “Permitted Exceptions.” Notwithstanding anything to the contrary set forth in this Agreement, Buyer acknowledges that, concurrently with the Closing, Seller will be recording against title to the Property a Declaration of Restrictive Covenants in the form of Exhibit N attached hereto (the “Declaration of Restrictive Covenants”), and Buyer shall be deemed obligated to be Permitted Encumbrances. Notwithstanding anything herein accept title to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.Property

Title Review. During the Contingency Period, Buyer shall review the Title Commitment and the Survey (defined below) and, on or before June 4, 2004, shall notify Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount in writing (the “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) what exceptions to title, if any, will be accepted by Buyer. Only those exceptions approved by Buyer in writing shall constitute “Approved Exceptions.” Seller of the existence of any encumbrances and defects in title to which Purchaser objects and shall remove all exceptions that are not Permitted Encumbrances Approved Exceptions prior to the Closing Date. If, within ten (“10) days after Seller’s receipt of the Title Objections”Notice, Seller notifies Buyer that Seller will not be able to remove an exception (other than a monetary lien). Seller shall, then, within five (5) business days of such notice from receipt of Purchaser’s Title NoticeSeller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Purchaser of those Title Objections Seller either that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either Buyer (i) terminate this Agreement in which event waives the Deposit shall be returned objection to Purchaser such exception and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofaccepts such title as Seller is willing to convey, or (ii) accept terminates this Agreement, in which event Escrow Agent shall refund the condition Xxxxxxx Money to Buyer and neither party shall have any further rights or obligations under this Agreement. Immediately upon discovering the need to amend or add any exception to the Title Commitment ,Title Company will notify Buyer and Seller. Within five (5) business days after notice from Title Company together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (the “Amendment Objections”). Seller shall satisfy the Amendment Objections prior to the Closing Date. If, within five (5) business days after Seller’s receipt of the title Amendment Objections, Seller notifies Buyer that Seller will not remove any of the Amendment Objections (other than a monetary lien), then, within five (5) business days of such notice from Seller, or prior to the Property as it then isClosing Date, without diminution of the Purchase Price. If Purchaser fails to elect whichever is earlier, Buyer shall notify Seller either that Buyer (i) abovewaives the Amendment Objections and accepts such title as Seller is willing to convey, then Purchaser shall be deemed to have elected or (ii) aboveterminates this Agreement, in which event Escrow Agent shall refund the Xxxxxxx Money to Buyer and neither party shall have any further rights or obligations under this Agreement. Encumbrances The Approved Exceptions and defects to title any other exceptions that are not included Buyer approves in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection writing shall be deemed referred to be hereinafter as the “Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.”

Title Review. Seller Purchaser shall be obligated have ten (10) days after receipt of the Commitment (the “Review Period”) in which to clear review the Commitment and underlying documents referenced therein. If Purchaser determines that there are any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), matters disclosed thereon which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having render the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateUnit unmarketable, Purchaser shall give may object to such matters by giving written notice (“Purchaser’s Title Notice”) to Seller of and the existence of any encumbrances and defects in title Title Company, stating with specificity the exceptions to which Purchaser objects and that are not Permitted Encumbrances (the “Title ObjectionsObjection Notice”). Seller shallIf no such Objection Notice is timely given by Purchaser, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected accepted title as shown on the Commitment, with all matters shown thereon deemed Permitted Exceptions. If an Objection Notice is timely issued by Purchaser, Seller, at its election, may attempt to remove or cure the objectionable exception(s) or to obtain an endorsement providing protection against such exception(s), at Seller's expense, (iiand Seller shall be entitled to an adjournment of the Closing for a period of up to thirty (30) abovedays for such purposes). Encumbrances and defects The existence of liens or encumbrances of any kind shall not constitute a defect allowing termination by Purchaser if Seller elects to provide to Purchaser a title that are insurance endorsement insuring against such lien or encumbrance. If Seller does not included in provide a written response to Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection 's Objection Notice, Seller shall be deemed to have elected not to cure any of Purchaser's objections. If Seller elects not to cure a particular objection, or if Seller elects to cure an objection and is thereafter unable to remove or cure such objection before the scheduled date of Closing (as the same may be Permitted Encumbrances. Notwithstanding anything herein extended under this paragraph), then Purchaser shall have the right to further extend the contrarydate of Closing for seven (7) calendar days, Seller’s Liens during which period Purchaser shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.determine if Purchaser shall:

Title Review. Within ten (10) business days after the Effective Date of this Agreement, Buyer shall obtain a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Xxxxx, plotting all easements specified therein (collectively, the “Title Report”). Buyer shall notify Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount in writing (“Seller Liens”), which SellerBuyer’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Objection Notice”) to Seller of on or before the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or Period of any objections Buyer may have to the date title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of all exceptions to title shown on the Preliminary Title Report. Seller shall have a period of ten (10) days after receipt of Buyer’s Objection Notice in which is thirty to deliver written notice to Buyer (30) business days following “Seller’s receipt Notice”) of PurchaserSeller’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall election to either (i) terminate this Agreement in which event agree to remove or cure the Deposit shall be returned objectionable items prior to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofClose of Escrow, or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall have the right, by written notice delivered to Seller within ten (10) days after Xxxxx’s receipt of Seller’s Notice, to agree to accept the condition of the title Property subject to the Property as it then isobjectionable items, in which event Seller’s election to terminate the Escrow shall be of no effect, and Buyer shall take title at the Close of Escrow subject to such objectionable items without diminution of any adjustment to or credit against the Purchase Price. If Purchaser fails Upon the issuance of any amendment or supplement to elect (i) abovethe Title Report which adds additional exceptions, then Purchaser or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be deemed limited to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.ten

Title Review. As soon as possible following the Escrow Opening Date, Seller, at its sole cost, shall cause Escrow Agent to provide Buyer with a current preliminary title report of the Property (the "Title Report") leading to the issuance of an extended coverage policy of title insurance in the amount of the Sales Price insuring Buyer's interest in the Property, together with legible (if available) copies of all instruments of record referred to on Schedule B thereof. Buyer shall have until 5:00 p.m., Phoenix time, on the twentieth (20th) day after the Escrow Opening Date to review and approve the Title Report. If Buyer fails to disapprove in writing the status of title by giving notice (specifically identifying its objections) to Seller and Escrow Agent on or before such date, Buyer shall be obligated deemed to clear any and all encumbrances have approved the status of title of an ascertainable monetary amount (“to the Property, and this Contingency shall be deemed to have been satisfied. If Buyer timely objects to any matter disclosed by the Title Report by giving written notice to Seller Liens”)and Escrow Agent on or before such date, which Seller’s Liens , without obligation or liability, may attempt to remove or secure endorsements against the matters objected to by Buyer. If Seller shall cause does not cure or agree in writing to be satisfied cure Buyer's objections by the Feasibility Expiration Date, Buyer may cancel this Agreement and or released at or prior Escrow by giving written notice thereof to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, and Escrow Agent prior to the Due Diligence end of the Feasibility Expiration Date, Purchaser in which case this Agreement and the Escrow shall give terminate, the Earnest Money (and all interest eaxxxx thereon) shall be returned to Buyer, and thereafter neither Buyer nor Seller shall have any further obligation or liability under this Agreement. If, subsequent to the Feasibility Expiration Date, Escrow Agent issues any amendment to the Title Report disclosing any additional title matters or material modifications to the previously disclosed title matters, then Buyer shall be entitled to object to any such matter disclosed on the amended Title Report by delivering written notice (“Purchaser’s Title Notice”) of such objection to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within Escrow Agent on or before five (5) business days from receipt after Escrow Agent has delivered to Buyer the amendment to the Title Report together with legible (if available) copies of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller all recorded documents disclosed for the first time in such amendment. If Buyer fails to give said notice shall be deemed of objection to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement any matter set forth in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title any amendment to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.Report within

Title Review. During the Title and Survey Review Period, Buyer shall review title to the Real Property as disclosed by the Title Commitment and the Survey. All matters shown in the Title Commitment, the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title and Survey Review Period shall be obligated conclusively deemed to clear be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title and Survey Review Period specifying Buyer’s objection to any title exception pertaining to the Property shown in the Title Commitment, the Title Documents or the Survey (if any) (each a “Title Objection” and all encumbrances of title of an ascertainable monetary amount (collectively the “Seller LiensTitle Objections”), which Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within ten (10) days after the end of the Title and Survey Review Period (“Seller’s Liens Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. On the twentieth (20th) calendar day after the earlier of: (a) the lapse of the Seller’s Notice Period; or (b) Buyer’s receipt of Seller’s Title Notice, this Agreement shall automatically terminate (in which case the Xxxxxxx Money will be returned to Buyer), unless Buyer has previously provided written notice to Escrow Agent and Seller of Buyer’s intent to continue this Agreement (the “Title Continuation Notice”). If Buyer delivers such Title Continuation Notice, this Agreement shall continue in full force and effect and Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 5.3; provided, however, Seller hall not take or authorize, directly or indirectly, any action that modifies or changes in any material respect the circumstances upon which the conditions set forth in this Section 5.3 were deemed satisfied or waived by Buyer. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Agreement, Seller agrees to deliver title to the Real Property at Closing free and clear of liens of the deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to and Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt further agrees to remove any title exceptions or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included voluntarily created by, under or through Seller after the Effective Date without Buyer’s consent in Purchaser’s Title Objections its sole and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerabsolute discretion.

Title Review. Seller Tenant shall have reviewed and approved the preliminary title report, including any supplements to the preliminary title report, for the Property from Title Company with commitments to provide such title insurance policies as may thereafter be obligated sought by Tenant or Tenant’s Lender (the Preliminary Title Report). On or before September 1, 2018, District shall provide Tenant an updated Preliminary Title Report. On or before October 1, 2018, Term, Tenant shall deliver notice of approval or disapproval of matters disclosed in the Preliminary Title Report (updated), as supplemented or amended, in Tenant’s sole and absolute discretion. If Xxxxxx delivers a notice of disapproval, District may elect to clear remove or otherwise cure, to Tenant’s satisfaction, any and all encumbrances disapproved item(s) prior to the Effective Date be delivered to Tenant written notice of its election within ten (10) business days of delivery of Xxxxxx’s notice of disapproval. Such removal by District may be deemed effected by the issuance of title insurance eliminating or insuring against the effect of an ascertainable monetary amount (“Seller Liens”the disapproved item(s), other than monetary encumbrances securing payments of sums due on or before the Effective Date, which Seller’s Liens Seller shall cause to payment obligations must be satisfied and removed. If District fails to so notify Tenant of its election not to cure a disapproved item, or released at or prior District’s deemed election not to Closing (with Seller having cure, then Tenant shall have the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) waive in writing its prior disapproval of such item and accept the condition title subject to such previously disapproved item by delivering notice of the title Xxxxxx’s election to the Property as it then is, without diminution of the Purchase PriceDistrict within ten (10) business days thereafter. If Purchaser Tenant fails to elect deliver its notice of election to terminate this Agreement or waive its prior disapproval as provided in clauses (i) aboveand (ii) above within such ten (10) business day period, then Purchaser Tenant shall be deemed to have elected to terminate this Agreement, in which case Tenant and District will be released of any further obligations under this Agreement, except those obligations that expressly survive termination of this Agreement. Notwithstanding the foregoing, District shall be obligated to remove any deeds of trust and other monetary liens (iiother than the lien for non-delinquent real property taxes and assessments) above. Encumbrances and defects any exceptions to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to arising after the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne Execution Date unless caused by SellerXxxxxx.

Title Review. Buyer shall have ten (10) business days after its receipt of the last of (i) its receipt of the Title Commitment and (ii) the receipt of the Survey or if Buyer updates the Seller’s Survey, the date by which Xxxxx must obtain the same, whichever occurs first to review them and to deliver in writing to Seller such objections as Buyer may have to anything contained in them. In addition to the matters listed in paragraph (B) of this Section 7, any such item to which Buyer shall not timely object shall be deemed a “Permitted Exception.” If there are objections by Buyer to matters of title which are not listed in paragraph (B) of this Section 7, Seller shall be obligated have the option, but not the obligation to clear any and all encumbrances satisfy them prior to the fifth day preceding the expiration of title the Feasibility Period (as that term is defined in Section 8. of an ascertainable monetary amount (“Seller Liens”this Contract), which Seller’s Liens but Seller shall cause not be required to be satisfied and incur any cost to do so. If Seller delivers written notice to Buyer at least five (5) days before the expiration of the Feasibility Period that Seller is unable or released at or prior unwilling to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for satisfy such purpose). Notwithstanding the foregoingobjections, Buyer must elect, prior to the Due Diligence Dateexpiration of the Feasibility Period, Purchaser shall give to either accept such title as Seller is able to convey or terminate this Contract by written notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”)delivered within said Feasibility Period. Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller Whether Buyer elects to attempt to remove accept such title as Seller may convey, or correct Title Objections(s) and terminate the Contract, as contemplated by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticeimmediately preceding sentence, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto Xxxxx shall have no further other rights or obligations hereunderremedies against Seller because of Seller's inability to cure said title objections or convey such title. Should Buyer fail to expressly elect to accept such title as Seller may convey or terminate this Contract within the allotted period, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to accept such title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrancesas Seller may convey. Notwithstanding anything contained herein to the contrary, Seller’s Liens shall Seller may not, at any time after the Effective Date and during the pendency of this Contract, place any encumbrances and/or restrictions, except to the extent required by applicable law, on the Property without the prior written consent of Buyer, not to be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerunreasonably withheld.

Title Review. Buyer shall be responsible for obtaining a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Xxxxx, plotting all easements specified therein (collectively, the “Title Report”). Buyer shall notify Seller in writing (“Xxxxx’s Objection Notice”) by the close of the Due Diligence Period of any objections Buyer may have to the title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of all exceptions to title shown on the Preliminary Title Report. Seller shall be obligated have a period of five (5) business days after receipt of Buyer’s Objection Notice in which to clear any and all encumbrances of title of an ascertainable monetary amount deliver written notice to Buyer (“Seller Liens”), which Seller’s Liens Seller shall cause Notice”) of Seller’s election to be satisfied and either (i) agree to remove or released at or prior to Closing (with Seller having cure the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, objectionable items prior to the Due Diligence DateClose of Escrow, Purchaser or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall give have the right, by written notice (“Purchaser’s Title Notice”) delivered to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Sellerafter Xxxxx’s receipt of PurchaserSeller’s Title Notice, Seller has not arranged for removal or correction of said Title Objectionsto agree to accept the Property subject to the objectionable items, then Purchaser shall either (i) terminate this Agreement in which event Seller’s election to terminate the Deposit Escrow shall be returned of no effect, and Buyer shall take title at the Close of Escrow subject to Purchaser and the parties hereto shall have no further rights such objectionable items without any adjustment to or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of credit against the Purchase Price. If Purchaser fails Upon the issuance of any amendment or supplement to elect (i) abovethe Title Report which adds additional exceptions, then Purchaser or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be deemed limited to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.ten

Title Review. Purchaser shall have until the expiration of the Review Period (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or shown on the Updated Survey, if any, other than those Permitted Exceptions listed as items numbered 1 through 4 on Exhibit E. If Purchaser does not give notice of any objections to Seller within the Title Review Period, Purchaser shall be deemed to have approved the title as shown in the Title Commitment, the title exception documents, and all matters shown on the Existing Survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions” in accordance with this Section 3.3. If Purchaser provides timely objections, Seller shall have five (5) business days after receipt of Purchaser’s notice (the “Title Cure Period”) in which to elect, by written notice to Purchaser, either (i) to cure or attempt to cure Purchaser’s objections, or (ii) not to cure Purchaser’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated at Seller’s sole cost and expense, at Closing, to clear cause Title Insurer to remove (by waiver or endorsement) any mortgage or deed of trust against the Property, mechanics’ and materialmen’s liens and all encumbrances other liens against the Property of title a liquidated amount, including any interest, penalties and fees associated therewith provided that the cost to remove any such mechanics’, materialmen’s and all other monetary liens do not exceed the sum of an ascertainable monetary amount $250,000 in the aggregate (collectively, the “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title ObjectionsRequired Cure Items”). In the event that Seller shallfails to provide such written notice of its election to proceed under either clause (i) or (ii) above, Seller shall be deemed to have elected clause (ii) above. At Seller’s cost and expense, Seller may bond around any such matters to Title Insurer’s reasonable satisfaction or cause Title Insurer to endorse over any such objection, and in either event, such objection shall be deemed cured. If Purchaser provides timely objections and all of Purchaser’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ix) terminate this Agreement in by giving a termination notice to Seller, at which event time Escrowee shall return the Deposit shall be returned Initial Xxxxxxx Money to Purchaser (provided Purchaser’s objections relate solely to matters first existing 22043518.5 -4- after November 20, 2014 that materially and adversely affect the Property) and the parties hereto shall have no further rights rights, liabilities, or obligations hereunderunder this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Purchaser’s title as shown in the Title Commitment, except for rights the title exception documents, the Existing Survey or the Updated Survey, if any, and obligations whichany such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, by their termsPurchaser will be deemed to have waived the uncured objections and to have approved the title as shown in the Title Commitment, survive the termination hereoftitle exception documents, the Existing Survey or the Updated Survey, if any, and such uncured objections shall become “Permitted Exceptions”. If an update of the Updated Survey or any supplemental title commitment or update issued subsequent to the date of the original Title Commitment discloses any materially adverse matters not set forth on the Existing Survey, the Updated Survey or the original Title Commitment, then, no later than the later of (i) the expiration of the Review Period, or (ii) accept the condition five (5) business days after Purchaser’s receipt of such update of the title Updated Survey, but in no event later than the date that is five (5) days prior to the Property scheduled Closing Date, or (iii) five (5) business days after Purchaser’s receipt of such supplemented or updated Title Commitment, as it then isapplicable, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed have the right to have elected (ii) aboveobject to any such matter, in which event the same procedures for response, termination and waiver set forth above shall apply to such new objections. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller4.

Title Review. At any time and from time to time during the Title and Survey Review Period, Purchaser may object in writing (“Purchaser’s Objection Notice“) to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Exceptions“; if no such objection notice is given during the Title and Survey Review Period, except as otherwise provided below, and all other matters reflected by the Survey and Title Commitment shall be “Permitted Exceptions.” Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around (or commit in writing to do so by Closing) some or all Non-Permitted Exceptions, and give Purchaser written notice thereof (“Seller’s Cure Notice“) within seven (7) Business Days after Seller receives the Purchaser’s Objection Letter; provided, however, Seller, at its sole cost and expense, shall be obligated to clear any cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other monetary liens and encumbrances against the Property arising by, through or under Seller (other than the liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto during the Title and Survey Review Period (the “Monetary Liens“), and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which such matters shall be deemed Non-Permitted Exceptions. In the event that Xxxxxx does not deliver a Seller’s Liens Cure Notice within the aforesaid required time period, then Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean have elected not to cure all matters set forth in Purchaser’s Objection Notice. If Purchaser is not satisfied with the matters that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects has agreed and not agreed to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following cure in Seller’s receipt of PurchaserCure Notice or if Seller does not deliver a Seller’s Title Notice, Seller has not arranged for removal or correction of said Title ObjectionsCure Notice within the required time period, then Purchaser shall may, as its sole and exclusive remedy elect, on or before the end of the Inspection Period, either (ia) terminate this Agreement and recover the Xxxxxxx Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall thereafter have any obligations under this Agreement except those that expressly survive the termination of this Agreement, or (b) purchase the Property subject to the Non-Permitted Exceptions (other than Monetary Liens), in which event the Deposit such Non-Permitted Exceptions (other than Monetary Liens) shall thereafter be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase PricePermitted Exceptions. If Purchaser fails to elect (i) aboveterminate this Agreement on or before the end of the Inspection Period, then Purchaser shall be deemed to have elected accepted the Title Commitment and Survey in their then current conditions and all exceptions remaining in the Title Commitment shall be Permitted Exceptions (ii) aboveother than Monetary Liens). Encumbrances Seller’s failure or refusal to cure Monetary Liens by the Closing Date will be a deemed a default by Seller under this Agreement, upon which Buyer shall have the remedies as set forth in Section 10.2. Purchaser shall have the right to have the Title Commitment and defects to title that are Survey updated until the date of Closing and if, between the end of the Title and Survey Review Period and Closing, Purchaser receives notice of additional liens, encumbrances or other matters not included reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, Purchaser may submit an updated Purchaser’s Title Objections and those Title Objections Objection Notice (“Updated Purchaser’s Objection Notice“) regarding such additional Non-Permitted Exceptions, provided that are accepted pursuant to this subsection Purchaser must deliver said Updated Purchaser’s Objection Notice within five (5) Business Days of receiving notice about or becoming aware of such additional matter and, in the absence of the provision of any such Updated Purchaser’s Objection Notice within such time period, such additional matter shall be deemed to be a Permitted EncumbrancesException (unless such exception is a Monetary Lien). Notwithstanding anything herein to the contrarySeller may, Seller’s Liens but shall not be deemed obligated to, at its sole cost and expense, commit to cure, remove or insure around by Closing any or all Non-Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections Exceptions raised in the Updated Purchaser’s Objection Notice and give Purchaser written notice thereof by way of an updated Seller’s Liens Cure Notice (“Updated Seller’s Cure Notice“) delivered within five (5) Business Days after its receipt of an Updated Purchaser’s Objection Notice with respect to such additional matter. If Purchaser is not satisfied with the matters that Seller has agreed and not agreed to cure in the Updated Seller’s Cure Notice or if Seller does not deliver an Updated Seller’s Cure Notice within the required time period (in which event Seller shall be borne deemed to have elected to cure none of the matters contained within the Updated Purchaser’s Objection Notice) and such additional matters arose by, through or under Seller and would materially adversely affect the title to the Property, then Purchaser may, on or before the date which is two (2) Business Days after receipt of Seller’s Additional Cure Notice (or if no notice is given, then within two (2) Business Days after the expiration of the period within which Seller was to deliver an Updated Seller’s Cure Notice) but in no event later than the Closing Date, as its sole and exclusive remedy elect to either (a) terminate this Agreement and recover the Xxxxxxx Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have thereafter any obligations under this Agreement except those that expressly survive the termination of this Agreement, or (b) purchase the Property subject to the Non-Permitted Exceptions (other than Monetary Liens), in which event such Non-Permitted Exceptions (other than Monetary Liens) shall thereafter be Permitted Exceptions.

Title Review. During the Inspection Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Purchaser shall have the right, commencing on the Effective Date and expiring on the date ten (10) days prior to the expiration of the Inspection Period (the “Objection Period”), to notify Seller in writing (“Objection Notice”) of any objections Purchaser may have to the status of title to the Real Property. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except financing liens of an ascertainable monetary amount (“created by, under or through Seller Liens”)or that are held by Seller or an affiliate of Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoingEffective Date without Purchaser’s consent (if requested, prior such consent shall not be unreasonably withheld or delayed). To the extent Seller shall not cure any such objections on or before the expiration of the Inspection Period or to the Due Diligence Dateextent Seller shall not commit in writing to cure the same as of Closing, Purchaser shall give have the right, upon notice (“Purchaser’s Title Notice”) to Seller on or before expiration of the existence of Inspection Period, to terminate this Agreement, in which event the Initial Deposit shall be promptly returned to Purchaser and neither party shall thereafter have any encumbrances further liability or obligation hereunder, except for such liability and defects obligation expressly set forth herein to survive such termination. The term “Permitted Exceptions” shall mean: (i) the exceptions in title the Title Commitment (x) to which Purchaser objects and that are does not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title object in the Objection Notice, notify or (y) to which Purchaser of those Title Objections that does object in the Objection Notice but which Seller elects does not agree, by written notice to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(sPurchaser given within ten (10) and by the later of the Due Diligence Date or the date which is thirty (30) business days following after Seller’s receipt of Purchaser’s Title Objection Notice, Seller has not arranged for removal to cure at or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned prior to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or Closing; (ii) accept exceptions that the condition Title Company has not agreed to remove from the Title Commitment as of the title end of the Inspection Period and that Seller is not required to remove as provided above; (iii) matters created by, through or under Purchaser; (iv) matters shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property as it then iswould show); (v) real estate taxes and installments of assessments not yet due and payable; (vi) rights of tenants under any Leases; and (vii) any and all provisions of law or municipal ordinances, without diminution orders or requirements constituting a lien against or otherwise encumbering real property issued by the departments of buildings, fire, labor, health or other Federal, State, County, Municipal or other departments and governmental agencies having jurisdiction against or affecting the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerReal Property or any portion thereof.

Title Review. Buyer shall notify Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount in writing (the “Seller LiensTitle Objection Notice”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, ) prior to the expiration of the Due Diligence Date, Purchaser shall give notice Period if Buyer objects to the condition of title as shown on a title report (the “Purchaser’s Title NoticeReport”) to Seller of for the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances Real Property issued by Old Republic Title Insurance Company (“Title ObjectionsCompany”)) or any items shown on the Survey. Buyer shall be deemed to have approved the condition of title as shown on the Title Report and the Survey if Buyer fails to deliver to Seller shallthe Title Objection Notice prior to the expiration of the Due Diligence Period. If Buyer timely delivers to Seller the Title Objection Notice, Seller shall notify Buyer in writing within five three (53) business days from after Seller’s receipt of Purchaserthe Title Objection Notice of Seller’s election to either (i) cure or satisfy all or some of the objection(s) (the “Objections”) set forth in the Title Notice, notify Purchaser Objection Notice and/or (ii) not to cure or satisfy any of those Title the Objections. Seller shall have until Close of Escrow to cure or satisfy any Objections that Seller elects not to attempt cure or satisfy and Seller’s failure to remove or correct, provided that failure do so by Close of Escrow shall constitute a default by Seller under this Agreement. If Seller fails to give said notice shall be deemed to mean that Seller shall remove or correct all notify Buyer in writing of Purchaser’s Title Objections. In its election within the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty three (303) business days following Seller’s receipt of Purchaser’s Title Noticeday period referenced above, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected not to cure or satisfy all of the Objections. If Seller notifies Buyer in writing of its election not to cure or satisfy any of the Objections or is deemed to have elected not to cure or satisfy any of the Objections, then Buyer shall either: (iiA) above. Encumbrances and defects to title that are not included in Purchaser’s Title waive the Objections and those Title Objections that are accepted proceed with Close of Escrow pursuant to all of the terms of this subsection Agreement, or (B) terminate this Agreement by written notice to Seller. Buyer shall notify Seller in writing of its election either to terminate this Agreement or waive the Objections pursuant to the foregoing sentence within three (3) business days after Buyer’s receipt of Seller’s response to the Title Objection Notice. If Buyer fails to notify Seller in writing of its election to either terminate this Agreement or waive the Objections within the time period provided above, Buyer shall be deemed to be Permitted Encumbranceshave terminated this Agreement. Notwithstanding anything herein If Buyer terminates this Agreement pursuant to this Section, Seller shall immediately direct Escrow Holder to return the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents Xxxxxxx Money Deposit to discharge Title Objections and Seller’s Liens shall be borne by SellerBuyer.

Title Review. Buyer has reviewed the PTR and the Survey and has approved Schedule B, special exceptions 2, 3 and 4 (with respect to non-delinquent installments only), 5, 6, 7, 8 and 9 of the PTR (the “Approved Exceptions”). If the Title Company issues a supplement to the PTR that includes any new exceptions to title, Buyer shall have three (3) business days after receipt of such supplement to deliver to Seller a notice disapproving such new exception to title. Buyer’s failure to so object to such new exception shall be conclusively deemed to be Buyer’s approval of such new exception. If Buyer timely delivers to Seller such disapproval notice, then Seller, within five (5) business days after receipt of such disapproval notice, may but shall not be obligated to clear any and all encumbrances of title of an ascertainable monetary amount to, notify Buyer in writing (“Seller’s Title Notice”) that Seller Liens”)will eliminate or cure (by title endorsement paid for by Seller and acceptable to Buyer from the Title Company or otherwise) such new exception, and if Seller so elects, the elimination or curing by Seller of such exception shall be a condition precedent to Buyer’s obligation to close. If Seller does not deliver Seller’s Title Notice to Buyer within such period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the new exception. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any new exception, Buyer may elect to terminate this Agreement by written notice to Seller delivered within three (3) business days following notice or deemed notice that Seller is unable or unwilling to cure any new exception. Buyer’s failure to so terminate this Agreement shall be deemed Buyer’s waiver of any objection to such new exception. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, subject to Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Real Property at Closing free and clear of liens of the deeds of trust and/or mortgages created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to and Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt further agrees to remove any title exceptions or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included in Purchaservoluntarily created by, under or through Seller after the Effective Date without Buyer’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerconsent.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey, and shall notify Seller in writing of any objections to title prior to the expiration of the Title Survey Review Period. Seller shall be obligated have no obligation to clear any cure title objections except financing liens and all encumbrances of title mechanic’s liens of an ascertainable monetary amount (“Seller Liens”)created by Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by Seller after the foregoingEffective Date without Purchaser’s consent (if requested, prior such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: the specific exceptions (including exceptions that are a part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Inspection Period and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a survey or an update to the Due Diligence DateSurvey, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller all matters that a current, accurate survey of the existence Property would show); real estate taxes not yet due and payable; rights of Tenant under the Lease; local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; rights of tenants or licensees under License Agreements; and any encumbrances and defects in title to which licensees under any Service Contracts not terminated as of Closing. Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights right to object to, request revision of or obligations hereunderotherwise seek modification, except for rights and obligations whichamendment or alteration of, by their terms, survive any Permitted Exception. Any new title exception arising after the termination hereof, or (ii) accept the condition expiration of the title to Inspection Period that materially affects the current use and operation of the Property as it then is, without diminution of or increases any obligations for the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Property or constitutes a monetary lien shall in no event be deemed to have elected (ii) above. Encumbrances a Permitted Exception, unless Purchaser has approved the same in its sole and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerabsolute discretion.

Title Review. Seller Sellers shall not be obligated to clear any and all encumbrances of to or defects in title except for voluntary liens or mortgages of an ascertainable monetary amount (“Seller Sellers’ Liens”), which Seller’s Sellers’ Liens each Seller shall cause to be satisfied and or released at or prior to Closing (with each Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the expiration of the Due Diligence DatePeriod, Purchaser shall Buyer may give notice (“PurchaserBuyer’s Title Notice”) to Seller Sellers of the existence of any encumbrances and defects in title to which Purchaser Buyer objects and that are not Permitted Encumbrances (“Title Objections”). Seller Sellers shall, within five (5) business days from receipt of PurchaserBuyer’s Title Notice, notify Purchaser Buyer of those Title Objections that Seller elects not Sellers elect to attempt to remove or correct, provided that failure of Seller Sellers to give said notice shall be deemed to mean that Seller shall Sellers have elected not to remove or correct all of Purchaser’s any Title Objections. In the event Seller elects Sellers elect to attempt to remove or correct Title Objections(s) Objections and by the later of the expiration of the Due Diligence Date or the date which is thirty twenty (3020) business days following Seller’s Sellers’ receipt of PurchaserBuyer’s Title Notice, Seller has Sellers have not arranged for removal or correction of said Title Objections, then Purchaser Buyer shall either (i) terminate this Agreement by notice given within five (5) business days from the end of the foregoing period in which event the Deposit shall be promptly returned to Purchaser Buyer, and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property Properties as it they then isare, without diminution of the Purchase Price. If Purchaser Buyer fails to timely elect (i) above, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in PurchaserBuyer’s Title Objections Notice and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Sellers’ Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Sellers’ Liens shall be borne by Seller. Any dispute as to any title issue or conveyancing practice remaining unresolved at the scheduled time for performance under this Agreement shall be resolved in accordance with applicable Standards or Practices of the Real Estate Bar Association of Massachusetts, to the extent applicable.

Title Review. During the Inspection Period, Purchaser shall have the right to review title and survey matters with respect to the Property. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except liens of an ascertainable monetary amount (“Seller Liens”)but expressly excluding any lien that is caused to be created by, under or through a Tenant) created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing Closing, including, without limitation, the lien related to that certain Deed of Trust, Assignment of Rents and Leases and Security Agreement filed of record as of the Effective Date (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Effective Date without Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances consent (“Title Objections”). Seller shallif requested, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens such consent shall not be deemed unreasonably withheld or delayed). The term “Permitted Encumbrances. Recording fees for recording documents Exceptions” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to discharge remove from the Title Objections Commitment as of the end of the Inspection Period and Seller’s Liens shall be borne by Sellerthat Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property would show); real estate taxes not yet due and payable; rights of Tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey, and shall notify Seller in writing of any objections to title within five Business Days after Purchaser receives the Title Commitment. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except financing liens of an ascertainable monetary amount (“Seller Liens”)created by Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by Seller after the foregoingEffective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: the specific exceptions (including exceptions that are a part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above (provided that the Title Company shall not remove exceptions from the Title Commitment without Seller’s prior written consent); matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and payable; rights of Seller under the Lease (defined below); local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Due Diligence Date, Property; and any licensees under any Service Contracts not terminated as of Closing. Purchaser shall give notice (“have no right to object to, request revision of or otherwise seek modification, amendment or alteration of, any Permitted Exception. Purchaser’s Title Notice”) failure to Seller of the existence of any encumbrances and defects in provide title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice objections shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later acceptance of the Due Diligence Date or the date which is thirty (30) business days following state of title, and Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned failure to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, respond to any notice delivered by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall election not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Selleraddress any of the objections.

Title Review. During the Title and Survey Review Period, Buyer shall review title to the Real Property as disclosed by the Title Commitment and the Survey. All matters shown in the Title Commitment, the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title and Survey Review Period shall be obligated conclusively deemed to clear be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title and Survey Review Period specifying Buyer’s objection to any title exception pertaining to the Real Property shown in the Title Commitment, the Title Documents and all encumbrances of title of an ascertainable monetary amount the Survey (if any) (each a “Seller LiensTitle Objection” and collectively the “Title Objections”), which Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within ten (10) days after the end of the Title and Survey Review Period (“Seller’s Liens Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer delivers to Seller and Escrow Holder Buyer’s Due Diligence Termination Notice terminating this Agreement pursuant to Section 4.3. Notwithstanding anything herein to the contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions of this Section 5.3 has not expired prior thereto, it shall expire upon expiration of the Inspection Period. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Agreement, Seller agrees to deliver title to the Real Property at Closing free and clear of liens of the deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to and Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt further agree to remove any title exceptions or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included in Purchaservoluntarily created by, under or through Seller after the Effective Date without Buyer’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contraryconsent (if requested, Seller’s Liens such consent shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerunreasonably withheld or delayed).

Title Review. Seller shall be obligated to clear any Buyer hereby acknowledges receipt of (i) Title Commitment No. ST8204 dated May 20, 1996, issued by Xxxxxxx Title Guaranty Company; (ii) all underlying exceptions disclosed by such title report or title commitment; and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s iii) A.L.T.A./A.C.S.M. Land Title Notice”) to Seller Survey of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallProperty dated September 12, within five (5) business days from receipt of Purchaser’s Title Notice1995, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correctprepared by Engineering, provided that failure of Seller to give said notice Inc Buyer shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or have until the date which is thirty (30) business days following Seller’s after the date of this Agreement (the "TITLE APPROVAL DATE") to obtain an updated title report or title commitment ("TITLE REPORT") from Commonwealth Title Insurance Company (the "TITLE COMPANY") and an update to the above-referenced survey (as updated, the "SURVEY") and to give Seller and Escrow Holder written notice ("BUYER'S TITLE NOTICE") of Buyer's disapproval or conditional approval (in its sole discretion) of any matters shown in or disclosed by the Title Report and/or the Survey (collectively, "TITLE"). The failure of Buyer to give Xxxxx's Title Notice on or before the Title Approval Date shall be deemed to constitute Buyer's approval of the matters shown in or disclosed by the Title Report and the Survey. If Buyer disapproves or conditionally approves any of the matters shown in or disclosed by the Title Report or the Survey, Seller may, within five (5) days after its receipt of Purchaser’s Buyer's Title Notice, Seller has not arranged for removal elect to eliminate or correction ameliorate to Buyer's satisfaction (in its sole discretion) such disapproved or conditionally approved matters by giving Buyer written notice (which shall hereinafter be referred to as "SELLER'S TITLE NOTICE") of said those disapproved or conditionally approved matters, if any, which Xxxxxx agrees to exercise good faith efforts to either eliminate from the Title Objections, then Purchaser shall either (i) terminate this Agreement in which event Policy or cause to be corrected on the Deposit shall be returned Survey as exceptions to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then isor to ameliorate to Buyer's satisfaction (in its sole discretion) by the Closing Date. Notwithstanding anything to the contrary contained herein, without diminution Xxxxxx agrees to cause to be removed at or prior to the Closing Date all disapproved matters which constitute monetary liens or encumbrances (except the Existing Encumbrance and the lien of the Purchase Pricetaxes not yet due and payable). If Purchaser Seller fails to elect (i) abovetimely deliver Xxxxxx's Title Notice, then Purchaser shall Seller will be deemed to have elected not to eliminate or ameliorate any disapproved or conditionally approved matters set forth in Buyer's Title Notice. If Seller does not timely deliver Seller's Title Notice or does not elect in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters as provided above, Buyer shall have the right, exercised (iiin its sole discretion), by written notice delivered to Seller and Escrow Holder within five (5) above. Encumbrances and defects days following the earlier of receipt of Seller's Title Notice or the failure of Seller to title that are not included timely provide a Seller's Title Notice, to (a) waive its prior disapproval or conditional approval, in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection which event said disapproved or conditionally approved matter(s) shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein approved, or (b) terminate this Agreement and the Escrow, in which event this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, subject to the contraryterms of Paragraphs 3(a), 9, 17, 18, 19, 21, 22 and 25 (collectively, the "SURVIVING PROVISIONS"). The failure of Buyer to deliver a written waiver described above to Seller and Escrow Holder within five (5) days after Seller’s Liens 's failure to timely give a Seller's Title Notice or election in Seller's Title Notice not to remedy the disapproved or conditionally approved matter shall not be deemed Permitted EncumbrancesXxxxx's election to so terminate this Agreement. Recording fees If Seller elected in Seller's Title Notice to eliminate or ameliorate any disapproved or conditionally approved matters of a non-monetary nature, but Seller, despite its commercially reasonable efforts, has been unable to do so to Buyer's satisfaction (in its sole discretion) by the Scheduled Closing Date, then either Buyer or Seller shall have the right; by a writing delivered to the other and Escrow Holder, to extend the Scheduled Closing Date for recording documents a period up to discharge thirty (30) days to allow Seller to complete such remedy. If as of the extended Scheduled Closing Date, the disapproved matter has not been remedied to Xxxxx's satisfaction (in its sole discretion) as evidenced by Xxxxx's notice to Seller and Escrow Agent, this Agreement, the Escrow and the rights and obligations of the parties hereunder shall terminate, except as provided in the Surviving Provisions. In the event Title Objections Company issues one or more supplements to the Title Report (each a "SUPPLEMENT"), the foregoing provisions will apply to Buyer's review, approval and/or disapproval of matters disclosed in the Supplement and Seller’s Liens 's response thereto, except that (A) Buyer will have five (5) business days following receipt of the Supplement and any underlying documents referred to therein within which to give Xxxxx's Title Notice, provided; however, that if the matter disclosed in the Supplement reasonably appears from the information then available that it may affect building improvements and such matter must be located on a survey in order to identify its actual impact on the Property, Buyer shall have eight (8) business days following the receipt of the Supplement within which to give Xxxxx's Title Notice, (B) Seller will have five (5) business days after receipt of Buyer's Title Notice within which to give Seller's Title Notice and (C) any matter shown in or disclosed by the Supplement that was created by Xxxxx's acts, will be deemed approved by Buyer. The Closing Date shall be borne extended as may be necessary to accommodate the foregoing notice periods and Seller's right to eliminate or ameliorate matters disclosed by Sellerthe Supplement.

Title Review. Seller shall be obligated cause First American Title Insurance Company (the “Title Company”) to clear any and all encumbrances promptly deliver to Buyer a preliminary title report or title commitment for an ALTA standard coverage policy of title insurance (the “Preliminary Title Report”) issued by the Title Company, describing the state of title of an ascertainable monetary amount the Property, together with copies of all exceptions specified therein (collectively, with the Preliminary Title Report, the “Title Documents”). Buyer (at its expense) may obtain a survey of the Property (“Seller LiensSurvey”). Buyer shall have until 5:00 p.m. on May 10, 2017 (the “Title Review Period”) within which Seller’s Liens to notify Seller shall cause to be satisfied and or released at or prior to Closing in writing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Defect Notice”) objecting to any exception or condition contained in the Title Documents or shown on the Survey, if any. If Buyer does not give a Defect Notice to Seller of within the existence of Title Review Period, Buyer shall be deemed to have approved the title as shown in the Title Documents and all matters shown on the Survey, if any, and any encumbrances and defects in title to which Purchaser objects and that are not such exceptions or matters shall become “Permitted Encumbrances (“Title Objections”). Exceptions.” If Buyer timely provides a Defect Notice, Seller shall, within shall have five (5) business days from after receipt of Purchaserthe Defect Notice (the “Title Cure Period”) in which to elect, by written notice to Buyer, either (i) to cure Buyer’s Title Noticeobjections (to Buyer’s satisfaction), notify Purchaser of those Title Objections that Seller elects or (ii) not to attempt cure Buyer’s objections except for those matters which Seller is expressly obligated to remove or correct, provided that failure of Seller pursuant to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objectionsthis Agreement. In the event Seller elects fails to attempt timely provide such written notice of its election to proceed under clause (i) or (ii) above, Seller shall be deemed to have elected to proceed under clause (ii) above. If Seller provides Buyer with such written notice under clause (i) above within such five (5) day response period, Seller, at its sole cost and expense, shall be obligated to use reasonable efforts (but not litigation) to remove or correct Title Objections(s) and by otherwise remedy the later of the Due Diligence Date or the date which is thirty (30) business days following objections set forth in Seller’s receipt of Purchaser’s Title Noticeresponse notice in a manner reasonably acceptable to Buyer on or before Closing, and in the event Seller has not arranged for removal is unable to remove or correction of said Title Objectionsremedy such objections in a manner reasonably acceptable to Buyer on or before Closing, then Purchaser Buyer shall either (i) be entitled to terminate this Agreement in which event or elect to proceed to Closing. Upon any such termination, Escrow Holder shall promptly return the Deposit shall be returned to Purchaser Buyer and the parties hereto shall have no further rights or obligations hereunderhereunder except as otherwise expressly provided herein. If Buyer provides timely objections and all of Buyer’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within three (3) business days after the last day of the Title Cure Period Buyer shall either (x) terminate this Agreement by giving a written termination notice to Seller, at which time Escrow Holder shall promptly return the Deposit to Buyer and the parties shall have no further rights or obligations hereunder except for rights and obligations which, by their terms, survive the termination hereofas otherwise expressly provided herein, or (iiy) accept waive the condition of the title uncured objections by proceeding to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Closing and thereby be deemed to have elected (ii) above. Encumbrances approved Buyer’s title as shown in the Title Documents and defects to title that are not included in Purchaser’s Title Objections the Survey, if any, and those Title Objections that are accepted pursuant to this subsection any such uncured objections shall be deemed to be become Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. During the Title Review Period, Buyer shall review title to the Land as disclosed by the Commitment and the Survey. All matters shown in the Commitment, the Title Documents and the Survey (if any) that are not objected to by Buyer by delivery of written notice thereof ("Buyer's Title Objection Notice") to Seller on or before the end of the Title Review Period shall be conclusively deemed to be accepted by Buyer. If Buyer timely delivers to Seller Buyer's Title Objection Notice prior to the end of the Title Review Period specifying Buyer's objection to any title exception pertaining to the Land shown in the Commitment, the Title Documents or the Survey (if any) (each, a "Title Objection" and collectively, the "Title Objections"), Seller may, but, except as otherwise provided in this Section 7(c) shall not be obligated to, eliminate or cure at Seller's sole cost (by title endorsement from Title Company or otherwise), some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within three days after the receipt of Buyer's Title Objection Notice ("Seller's Notice Period") of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called "Seller's Title Notice") and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller's Title Notice shall be obligated completed on or before the Closing Date. If Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, Buyer shall be deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. If Seller (i) does not timely deliver Seller's Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Feasibility Period, Buyer delivers to Seller and Escrow Agent Buyer's Due Diligence Termination Notice terminating this Agreement. Notwithstanding anything herein to the contrary, if Buyer's right to terminate this Agreement pursuant to the foregoing provisions of this Section 7(c) has not expired prior thereto, it shall expire upon expiration of the Feasibility Period notwithstanding that the Title Review Period expires concurrently with the expiration of the Feasibility Period (and Buyer acknowledges and agrees that nothing in this Section 7(c) gives Buyer the right to terminate this Agreement pursuant to this Section 7(c) after the expiration of the Feasibility Period and by not terminating this Agreement prior to the expiration of the Feasibility Period, Buyer shall be deemed to have agreed that Seller has no obligation to cure any Title Objection, except as set forth in the following sentence). Notwithstanding the foregoing provisions of this Section 7(c) to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller's Title Notice) to cure any title matters, subject to Buyer's full performance under this Agreement, Seller does agree to deliver title to the Land at Closing free and clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Monetary Liens”), which Seller’s Monetary Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding As used herein, "Monetary Liens" shall mean all mortgages, all judgment liens, all mechanics' liens and similar liens for labor, materials or supplies, and other monetary liens that may be removed solely through the foregoing, payment of money prior to the Due Diligence DateClosing. If, Purchaser shall give notice (“Purchaser’s Title Notice”) at or prior to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title NoticeClosing, Seller has not arranged for removal or correction of said Title Objectionsfails to cure all Monetary Liens, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto Buyer shall have no further rights or obligations hereunder, except for rights the right to proceed to Closing and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of deduct from the Purchase Price. If Purchaser fails Price the amount necessary to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellercure such Monetary Liens.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply object in writing on or before the Purchase Price Title Objection Date to any title or a portion thereof for such purposesurvey matters that affects the Property which are disclosed in the Title Commitment, Existing Surveys, or if obtained, the Updated Survey (herein collectively called “Exceptions”). Notwithstanding the foregoing, prior Unless Purchaser timely objects to the Due Diligence DateExceptions in writing or except as further provided below in this Section 4.3, all such Exceptions shall be deemed to be approved by Purchaser shall give notice (“Purchaser’s Title NoticePermitted Exceptions”) ). Any Exceptions which are timely objected to Seller of by Purchaser in writing shall be referred to herein as the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, shall notify Purchaser in writing within five (5) business days from 3 Business Days after receipt of Purchaser’s Title Notice, notify Purchaser notice of those Title Objections that (“Seller Title Response Period”) whether Seller elects not to attempt to remove (by causing to be released from the Property) the same and if Seller makes such election, Seller shall be contractually obligated under this Agreement to remove (by causing to be released from the Property) such Title Objections on or correct, provided that before Closing. If Seller does not elect to cure all of the Title Objections by written notice delivered to Purchaser prior to expiration of the Seller Title Response Period (and Seller’s failure of Seller to give said any written notice to Purchaser prior to the expiration of the Seller Title Response Period shall be deemed Seller’s election not to mean that Seller shall remove or correct all cure any of Purchaser’s the Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections), then (a) Purchaser shall either (i) may terminate this Agreement by written notice delivered to Seller no later than 1 Business Day after expiration of the Seller Title Response Period, in which event case the Xxxxxxx Money Deposit shall be promptly returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, hereunder except for rights and those obligations which, by their terms, which expressly survive the termination hereofof this Agreement, or and (iib) accept if Purchaser does not terminate this Agreement in accordance with the condition of the title to the Property as it then isimmediately preceding clause, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant Seller did not elect to this subsection cure shall be deemed to be constitute Permitted EncumbrancesExceptions. Notwithstanding anything herein to the contraryforegoing, Seller’s Liens the following shall not be deemed considered Permitted Encumbrances. Recording fees for recording documents Exceptions and Seller shall be obligated at Closing to discharge Title Objections cause, at its sole cost and expense, the release of (x) any monetary Exceptions created by or through Seller which are secured by the Property, (y) any exceptions relating to the power, authority or good standing of Seller, and (z) any general exceptions that would be removed through Seller’s Liens shall be borne by Sellerexecution and delivery of the Owner’s Title Affidavit (as defined in Section 4.5 below).

Title Review. Seller shall be obligated to clear any During the Title and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateSurvey Review Period, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the review title to the Property as it then isdisclosed by the Title Commitment and the Survey. Purchaser shall have the right, without diminution on or before the expiration of the Purchase PriceInspection Period, to notify Seller in writing of any objections Buyer may have to title to the Property as shown in the Title Commitment or the updated Survey of the Property. If Purchaser fails to give any such objections on or prior to the expiration of the Inspection Period, all matters affecting title to and the updated Survey of the Property shown on the Title Commitment shall be deemed to be Permitted Exceptions (as hereinafter defined). If Purchaser does give notice of objections on or prior to the expiration of the Inspection Period, then Seller shall have seven (7) business days after the effective date of such objections (the “Seller Election Deadline”) to elect to cure some, all or none of Purchaser’s title and survey objections; provided, however, if such objection is to a monetary lien of an ascertainable amount created by, through or under Seller, Seller agrees to cure same from the Purchase Price at Closing (icollectively, the “Removable Liens”). Seller’s failure on or before the Seller Election Deadline to notify Purchaser of which objections it elects to cure shall be deemed to be an election by Seller to cure none of Purchaser’s objections, subject to Seller’s mandatory obligation to cure the Removable Liens. If Seller elects to cure less than all of the title and survey objections (subject to Seller’s mandatory obligation to cure the Removable Liens), it shall so notify Purchaser on or before the Seller Election Deadline, and Purchaser shall have seven (7) abovebusiness days after the Seller Election Deadline to elect either (A) to terminate this Agreement, whereupon all rights and obligations hereunder shall immediately terminate (other than those obligations expressly set forth in this Agreement which specifically survive such termination), or (B) to close the purchase and sale contemplated hereby, in which case all of Purchaser’s uncured title and survey objections and, subject to the last sentence of this Section 5.3, any other title matters, shall be added to and be made a part of the Permitted Exceptions. The immediately preceding sentence shall not relieve Seller of its obligation to cure the Removable Liens. If Purchaser does not so respond within seven (7) business days after the Seller Election Deadline, then Purchaser shall be deemed to have elected to terminate this Agreement, and all rights and obligations hereunder shall immediately terminate (ii) aboveother than obligations expressly set forth in this Agreement which specifically survive such termination). Encumbrances Seller shall have no obligation to cure title objections except past due real estate taxes and defects assessments and Removable Liens. Seller further agrees to remove any exceptions or encumbrances to title that which are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contraryvoluntarily created by, under or through Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

Title Review. Unless Buyer gives written notice ("Title Disapproval Notice") that it disapproves the exceptions to title shown on the Title Report or the matters disclosed by the Survey, stating the exceptions or matters so disapproved (each, a "Disapproved Title Matter"), not later than Friday, December 11, 2015, Buyer shall be conclusively deemed to have approved the Survey and the Title Report. Upon receipt by Seller of a Title Disapproval Notice given in a timely manner, Seller shall be obligated have two (2) business days after the receipt of such notice to clear any and all encumbrances of title of an ascertainable monetary amount notify Buyer (being a “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Response Notice”) as to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances each properly disapproved Disapproved Title Matter either that: 4 (“Title Objections”). Seller shall, within five (5i) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt cause such Disapproved Title Matter to remove be removed as of the Closing Date (or correctotherwise take any action with respect thereto), or (ii) Seller intends to either: (a) use commercially reasonable efforts to cause such Disapproved Title Matter to be removed or released on the Closing Date; or (b) use commercially reasonable efforts to cause the Title Company to bond, insure or endorse over such Disapproved Title Matter; provided, however, Seller shall have no liability if for any reason, after electing either choice under (ii) above, any such Disapproved Title Matter is not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date. If Seller has provided a Seller Response Notice to Buyer stating that failure Seller will not remove, release or otherwise correct any such Disapproved Title Matter or if Seller has not provided a Seller Response Notice to Buyer (which shall be deemed an election by Seller not to take any action with respect to any such item), then Buyer may elect in writing not later than Wednesday, December 16, 2015 (such period of Seller time expiring on such date, the “Title Review Period”), to give said notice either to waive Buyer's objection to any such Disapproved Title Matter or to terminate this Agreement (and Buyer's delivery of Buyer's Approval Notice shall be deemed a waiver of Buyer's objection to any such Disapproved Title Matter). If Buyer shall fail to make such election, then Buyer shall be deemed to mean that Seller shall remove or correct all of Purchaser’s have waived its objection to any such Disapproved Title ObjectionsMatter. In the event Seller elects Buyer shall elect in writing to attempt terminate this Agreement pursuant to remove or correct this Section 4B prior to the expiration of the Title Objections(sReview Period, the Deposit (minus the Independent Consideration) and shall be promptly delivered by the later Title Company to Buyer, and the parties shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement). If Seller has provided a Seller Response Notice to Buyer stating that Seller has elected either choice under (ii) above, and any such Disapproved Title Matter is not removed, released, bonded, insured or endorsed over as aforesaid as of the Due Diligence Date or Closing Date, Buyer shall have the date which is thirty right to (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (iA) terminate this Agreement in which event the Deposit (minus the Independent Consideration) shall be returned promptly delivered by the Title Company to Purchaser Buyer, and the parties hereto shall have no further rights obligations or obligations hereunder, liabilities hereunder (except for rights and any obligations which, by their terms, or liabilities that expressly survive the termination hereofof this Agreement), or (iiB) accept waive the condition foregoing right of termination and all other rights and remedies on account of any such Disapproved Title Matter and to close the title to the Property as it then istransaction contemplated by this Agreement, without diminution any reduction or abatement of the Purchase Price. If Purchaser fails Buyer shall fail to elect (i) abovemake such election, then Purchaser Buyer shall be deemed to have elected made the election set forth in subclause (B) above. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove at Seller’s expense at or before Closing the following (the “Required Cure Items”) (i) any mortgages or deeds of trust to secure any debt or financing obtained by Seller prior to Closing; (ii) aboveany mechanics or materialman’s liens for work done by Seller prior to Closing; and (iii) any other monetary liens voluntarily created by Seller against the Land or Improvements accruing prior to Closing. Encumbrances All exceptions in the Title Report and defects to title matters on the Survey that are not included in Purchaser’s Title Objections and those Title Objections that are accepted approved or deemed approved by Buyer pursuant to this subsection Section 4B are hereinafter collectively referred to as “Permitted Exceptions.” Buyer shall be obligated to accept the Owner's Policy, subject only to (1) the Permitted Exceptions, (2) the “New Matters” (as defined and approved, or deemed approved, pursuant to be Section 4C below), and (3) real estate taxes and assessments not yet due and payable (the foregoing being the “Permitted Encumbrances”). Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.C.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances have until the end of title of an ascertainable monetary amount the Review Period (“Seller Liens”the "Title Review Period"), which Seller’s Liens Seller shall cause to be satisfied and give Sellers a detailed notice objecting to any exception or released at condition contained in the Title Commitments or prior shown on the Updated Surveys, or the New Surveys, if any. If Purchaser does not give notice of any objections to Closing (with Seller having Sellers within the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateTitle Review Period, Purchaser shall give be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Updated Surveys. If Purchaser provides timely objections, Sellers shall have five (5) days after receipt of Purchaser's notice (“the "Title Cure Period") in which to cure or attempt to cure Purchaser’s 's objections; provided, however that Sellers shall not have any obligation to cure any of Purchaser's objections. Sellers may bond around any mechanics' or materialmen's lien(s) and abstract(s) of judgment to the Title Notice”) to Seller Company's reasonable satisfaction. If Purchaser provides timely objections and all of the existence of any encumbrances and defects in title to which Purchaser objects and that Purchaser's objections are not Permitted Encumbrances (“cured within the Title Objections”). Seller shallCure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period, Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement in by giving a termination notice to Sellers, at which event time Escrowee shall return the Deposit shall be returned Xxxxxxx Money to Purchaser and the parties hereto shall have no further rights rights, liabilities, or obligations hereunder, except for rights and obligations which, by their terms, under this Agreement (other than those that expressly survive the termination hereof, termination); or (iib) accept waive the condition of the title uncured objections by proceeding to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Closing and thereby be deemed to have elected (ii) aboveapproved the Purchaser's title as shown in the Title Commitment, the title exception documents, and the Updated Surveys and New Surveys, if any. Encumbrances If Sellers do not timely receive notice of Purchaser's election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and defects to approve the Purchaser's title as shown in the Commitment, the title exception documents, and the Updated Survey. All exceptions shown on the Title Commitments, the title exception documents, or the Updated Surveys that are not included in Purchaser’s cured within the Title Objections and those Title Objections that are accepted pursuant to this subsection Cure Period shall be deemed to be the "Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions".

Title Review. Within ten (10) days after receipt of the Title Commitment, the Title Documents and Survey (defined below), Buyer shall review the Title Commitment, Title Documents and the Survey, and notify Seller in writing of any exceptions to title to which Buyer objects. If Buyer fails to notify Seller of such objections within said ten (10) day period, Buyer shall be deemed to have waived any objection and accepted all exceptions. Subject to the terms of this Section 5.2, prior to the Closing Date, Seller shall use reasonable efforts to cause removal of all exceptions so objected to by Buyer. Seller shall notify Buyer within five (5) business days after Xxxxxx’s receipt of Buyer’s objections whether or not Seller will be able to cure Buyer’s objections. If Seller notifies Buyer that Seller will not be able to remove an exception (other than any monetary lien, which Seller shall be obligated to clear any and all encumbrances of title of remove) or cure an ascertainable monetary amount (“Seller Liens”)objection, which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallthen, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Sellerafter Buyer’s receipt of Purchaser’s Title Noticesuch notice from Seller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either that Buyer (i) terminate this Agreement in which event waives the Deposit shall be returned objection to Purchaser such exception and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofaccepts such title as Seller is willing to convey, or (ii) accept terminates this Agreement, in which event Escrow Agent shall return the condition Xxxxxxx Money Deposit to Buyer and neither party shall have any further rights or obligations under this Agreement (except for the indemnity contained in Section 7.1). If after the expiration of the title Feasibility Period, Title Company discovers the need to amend or add any exception to the Property Title Commitment (whether as it then is, without diminution a result of receipt of the Purchase PriceUpdated Survey or otherwise), Title Company will notify Buyer and Seller immediately. Within five (5) business days after notice from Title Company, together with a copy of such intervening lien or matter, Xxxxx shall notify Seller in writing of any objections thereto, and Xxxxx’s rights hereunder to object and terminate shall be as set forth above in this Section 5. If Purchaser Buyer fails to elect notify Seller of such objection within such five (i5) abovebusiness-day period, then Purchaser Buyer shall be deemed to have elected (ii) abovewaived any objection and accepted all such exceptions. Encumbrances Prior to the Closing Date, Seller shall cause removal of all exceptions so objected to by Xxxxx. Any and defects all exceptions that Xxxxx does not timely object to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection writing, or subsequently waives objection to, shall be deemed referred to be hereinafter as the “Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.”

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except financing liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Closing, and Seller having shall deliver the right Property free and clear of any such financing liens. Seller further agrees to apply remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Purchase Price or a portion thereof for such purpose)Effective Date without Purchaser’s consent. Notwithstanding the foregoing, prior Prior to the Due Diligence Dateexpiration of the Title and Survey Review Period, Purchaser shall give notice (“Purchaser’s Title Notice”) notify Seller of any objections to the state of title to the Property, which objections shall be made in writing and delivered to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (a “Title ObjectionsTitle/Survey Objection Notice”). If Purchaser shall fail to deliver a Title/Survey Objection Notice on or before the expiration of the Title and Survey Review Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Survey and all matters shown thereon, except those exceptions that Seller shallis obligated to remove as provided herein. If Purchaser delivers a Title/Survey Objection Notice, Seller may, but shall have no obligation to, within five (5) business days from after receipt of the Title/Survey Objection Notice (“Seller’s Election Period”), elect to eliminate or ameliorate to Purchaser’s Title reasonable satisfaction the disapproved title or survey matters by giving Purchaser written notice (“Seller’s Title/Survey Notice, notify Purchaser ”) of those Title Objections that disapproved title or survey matters, if any, which Seller elects not agrees to attempt to remove so eliminate or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and ameliorate by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, Closing Date. Any title exception disapproved by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed ameliorated to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Objections Commitment or to be affirmatively insured over, if Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title or survey matters, or if Seller fails to timely deliver Seller’s Title/Survey Notice, Purchaser shall have the right, on or before five (5) days following the expiration of Seller’s Election Period, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement. Failure to take either one of the actions described in subsections (a) and those Title Objections that are accepted pursuant to this subsection (b), above, shall be deemed to be Permitted EncumbrancesPurchaser’s election to take the action described in subsection (a), above. Notwithstanding anything herein If Purchaser elects to terminate this Agreement as provided in subsection (b), above, this Agreement shall automatically terminate, the Xxxxxxx Money shall be delivered by Escrow Agent to Purchaser, and Purchaser and Seller shall not have any further liability to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerother under this Agreement except those obligations expressly surviving termination of this Agreement.

Title Review. (a) Buyer shall notify Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount in writing (the “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within less than five (5) business days from prior to expiration of the Inspection Period as to which matters, if any, within the Title Report or shown on the Survey that are not Permitted Exceptions set forth in Section 2.4 below are not acceptable to Buyer as determined by Buyer in its sole and absolute discretion (individually, a “Disapproved Title Matter”). Except as otherwise herein expressly provided, any matter disclosed as an exception to title in the Title Report or expressly disclosed or shown on the Survey that Buyer fails to so disapprove in a Title Notice delivered prior to the expiration of the Inspection Period shall be conclusively deemed to have been approved by Buyer. If Buyer timely delivers a Title Notice indicating a Disapproved Title Matter, then Seller shall have three (3) business days after receipt of Purchaser’s such Title Notice to notify Buyer in writing (a “Title Response Notice, notify Purchaser of those Title Objections ”) that Seller elects not either to attempt (i) use commercially reasonable efforts to remove such Disapproved Title Matter from title to the Property on or correctbefore the Closing, provided that failure or (ii) not remove such Disapproved Title Matter from title to the Property for all purposes of this Agreement. If Seller fails to give said notice deliver a Title Response Notice as to a particular Disapproved Title Matter within such three (3) business day period, then Seller shall be deemed to mean that have made the election in the preceding clause (ii) above as to such Disapproved Title Matter. For sake of clarity, if Seller shall remove secures an endorsement to the Title Policy (as defined below) or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later an omission of the Due Diligence Date Disapproved Title Matter or any Additional Title Matter (as defined below) therefrom, then the date which same shall in each case be deemed a removal thereof from title to the Property. If Seller makes (or is thirty deemed to have made) the election in the preceding clause (30ii) above as to any Disapproved Title Matter, then Buyer shall have two (2) business days following Sellerfrom the earlier of (A) the date it receives the Title Response Notice making such election, or (B) the date that Seller is deemed to have made such election as to such Disapproved Title Matter (but not later than the expiration of the Inspection Period with respect to any Disapproved Title Matters described in this Section 2.3(a)), within which to notify Seller in writing that Buyer elects (in Buyer’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall sole and absolute discretion) to either (ix) nevertheless proceed with the purchase and take title to the Property subject to such Disapproved Title Matter, or (y) terminate this Agreement Agreement. If Buyer makes the election set forth in which event the Deposit clause (x) above, then any such Disapproved Title Matter shall be returned deemed a Permitted Exception. If Buyer fails to Purchaser notify Seller in writing of its election within said two (2) business day period, then Buyer shall be deemed to have made the election set forth in the preceding clause (x) above. If Buyer makes the election set forth in the preceding clause (y) above, then this Agreement shall immediately terminate, Buyer shall be entitled to a return of the Xxxxxxx Money (less the Independent Consideration, which shall be paid to Seller), and the parties hereto Seller and Buyer shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, the provisions hereof that expressly survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerAgreement.

Title Review. Seller shall not be obligated to clear any and all encumbrances of to or defects in title except for liens or mortgages of an ascertainable monetary amount (“Seller Seller’s Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall BUYER may give notice (“PurchaserBUYER’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser BUYER objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five three (53) business days from receipt of PurchaserBUYER’s Title Notice, notify Purchaser BUYER of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall not remove or correct all of Purchaser’s any Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty fifteen (3015) business days following Seller’s receipt of PurchaserBUYER’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser BUYER shall either (i) terminate this Agreement by notice given within two (2) business days from the end of the foregoing period in which event the Deposit shall be returned to Purchaser BUYER and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser BUYER fails to elect (i) above, then Purchaser BUYER shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in PurchaserBUYER’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens the Required Cure Items shall be borne by SellerSELLER.

Title Review. Purchaser shall have until the expiration of the Review Period, to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or shown on the Updated Survey. If Purchaser does not give notice of any objections to Seller within the Review Period, Purchaser shall be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Updated Survey. If Purchaser provides timely objections, Seller shall have five (5) days after receipt of Purchaser’s notice (the “Title Cure Period”) in which to cure or attempt to cure Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated at Closing to clear cause the Title Insurer to remove (by waiver or endorsement) (a) any mortgage or deed of trust granted by Seller at the Property, and all encumbrances (b) Monetary Liens (as hereinafter defined) with respect to the Property provided that Seller has received written notice of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or any such Monetary Lien prior to Closing and the cost to remove any such Monetary Liens does not exceed the sum of $500,000 in the aggregate. Seller may bond around any mechanics’ or materialmen’s lien(s) and abstract(s) of judgment to the Title Company’s reasonable satisfaction in order to satisfy the foregoing requirement. If Purchaser provides timely objections and all of Purchaser’s objections are not cured (with or agreed to be cured by Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to Closing) within the Due Diligence DateTitle Cure Period for any reason, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallthen, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period, Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement in by giving a termination notice to Seller, at which event time Escrowee shall return the Deposit shall be returned Xxxxxxx Money to Purchaser and the parties hereto shall have no further rights rights, liabilities, or obligations hereunder, except for rights and obligations which, by their terms, under this Agreement (other than those that expressly survive the termination hereof, termination); or (iib) accept waive the condition of the title uncured objections by proceeding to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Closing and thereby be deemed to have elected (ii) aboveapproved the Purchaser’s title as shown in the Title Commitment, the title exception documents, and the Updated Survey, if any. Encumbrances If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and defects to approve the title as shown in the Commitment, the title exception documents, and the Updated Survey. All exceptions shown on the Original Title Policy, the Existing Survey, the Title Commitment, the title exception documents, or the Updated Survey, and any matters which would otherwise be disclosed by an accurate survey or inspection of the Property, that are not included in Purchaser’s cured within the Title Objections and those Title Objections that are accepted pursuant to this subsection Cure Period shall be deemed the “Permitted Exceptions”. For the purposes hereof, the term “Monetary Liens” shall mean mechanics’ liens, attachments, judgments, liens to be Permitted Encumbrances. Notwithstanding anything herein to secure the contrary, payment of income taxes of Seller or Seller’s Liens shall not constituents, delinquent property tax and assessment liens against the Property and any other liens against the Property that can be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne removed by Sellerthe payment of a sum.

Title Review. Purchaser shall have until the expiration of the Review Period (the “Title Review Period”) to give Seller a detailed notice objecting to any exception or condition contained in the Title Commitment or shown on the Updated Survey, if any, other than those Permitted Exceptions listed as items numbered 1 through 4 on Exhibit E. If Purchaser does not give notice of any objections to Seller within the Title Review Period, Purchaser shall be deemed to have approved the title as shown in the Title Commitment, the title exception documents, and all matters shown on the Existing Survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions” in accordance with this Section 3.3. If Purchaser provides timely objections, Seller shall have five (5) business days after receipt of Purchaser’s notice (the “Title Cure Period”) in which to elect, by written notice to Purchaser, either (i) to cure or attempt to cure Purchaser’s objections, or (ii) not to cure Purchaser’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated at Seller’s sole cost and expense, at Closing, to clear cause Title Insurer to remove (by waiver or endorsement) any mortgage or deed of trust against the Property, mechanics’ and materialmen’s liens and all encumbrances other liens against the Property of title a liquidated amount, including any interest, penalties and fees associated therewith provided that the cost to remove any such mechanics’, materialmen’s and all other monetary liens do not exceed the sum of an ascertainable monetary amount $250,000 in the aggregate (collectively, the “Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title ObjectionsRequired Cure Items”). In the event that Seller shallfails to provide such written notice of its election to proceed under either clause (i) or (ii) above, Seller shall be deemed to have elected clause (ii) above. At Seller’s cost and expense, Seller may bond around any such matters to Title Insurer’s reasonable satisfaction or cause Title Insurer to endorse over any such objection, and in either event, such objection shall be deemed cured. If Purchaser provides timely objections and all of Purchaser’s objections are not cured (or agreed to be cured by Seller prior to Closing) within the Title Cure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ix) terminate this Agreement in by giving a termination notice to Seller, at which event time Escrowee shall return the Deposit shall be returned Initial Xxxxxxx Money to Purchaser (provided Purchaser’s objections relate solely to matters first existing 22043518.5 -4- after November 20, 2014 that materially and adversely affect the Property) and the parties hereto shall have no further rights rights, liabilities, or obligations hereunderunder this Agreement (other than those that expressly survive termination); or (y) waive the uncured objections by proceeding to Closing and thereby be deemed to have approved the Purchaser’s title as shown in the Title Commitment, except for rights the title exception documents, the Existing Survey or the Updated Survey, if any, and obligations whichany such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, by their termsPurchaser will be deemed to have waived the uncured objections and to have approved the title as shown in the Title Commitment, survive the termination hereoftitle exception documents, the Existing Survey or the Updated Survey, if any, and such uncured objections shall become “Permitted Exceptions”. If an update of the Updated Survey or any supplemental title commitment or update issued subsequent to the date of the original Title Commitment discloses any materially adverse matters not set forth on the Existing Survey, the Updated Survey or the original Title Commitment, then, no later than the later of (i) the expiration of the Review Period, or (ii) accept the condition five (5) business days after Purchaser’s receipt of such update of the title Updated Survey, but in no event later than the date that is five (5) days prior to the Property scheduled Closing Date, or (iii) five (5) business days after Purchaser’s receipt of such supplemented or updated Title Commitment, as it then isapplicable, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed have the right to have elected (ii) above. Encumbrances object to any such matter, in which event the same procedures for response, termination and defects waiver set forth above shall apply to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellersuch new objections.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title of an ascertainable objections except financing liens or monetary amount (“Seller Liens”)liens created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing or monetary liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoingEffective Date without Purchaser's consent (if requested, prior such consent shall not be unreasonably withheld or delayed). After the Inspection Period, Seller shall not consent to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) any additional encumbrances or any other matters that would become an exception to Seller title as of the existence date of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunderClosing, except for rights and obligations which, by their terms, survive any easements that Seller is required to grant pursuant to the termination hereof, or (ii) accept the condition terms of the Lease (notice of which shall be given to Purchaser). The term "Permitted Exceptions" shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and payable; rights of tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing. The Permitted Exceptions shall include those exceptions to title set forth in items 13 through 16, inclusive of Schedule B, Section II of the Commitment for Title Insurance issued by Commonwealth Land Title Insurance Company (Commitment No. S040660) dated September 12, 2004, a schedule of which are attached hereto as Exhibit A-1, and the state of facts shown on the survey of the Property as it then iswhich are scheduled on Exhibit A-2, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances attached hereto and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellermade a part hereof.

Title Review. Seller During the Title and Survey Review Period, Buyer shall be obligated review title to clear any the Property as disclosed by the Title Insurance Commitment and all encumbrances of the Survey. If the Title Insurance Commitment shows title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to the Property to be satisfied and subject to matters other than the Permitted Exceptions listed in Exhibit “C” (the “Permitted Exceptions”) or released at or prior which otherwise render title to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoingProperty unmarketable, then Buyer shall, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller end of the existence Title and Survey Review Period, notify Seller in writing specifying the exact nature of any encumbrances and defects in Buyer’s title to which Purchaser objects and that are not Permitted Encumbrances objection (a “Title ObjectionsObjection”). Seller shall, within thirty (30) days of the date notice of a Title Objection is delivered to Seller, attempt to remove those Title Objections raised in the written notice and the Closing shall be extended accordingly, if necessary. If Seller is unsuccessful in removing such exceptions within said thirty (30) day time period, Buyer shall have the option exercisable within five (5) business days from receipt after the end of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is such thirty (30) business days following Seller’s receipt day period and written notice from Seller of Purchaser’s Title Noticeits failure to remove such exception, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the accepting title to the Property as it then is, without diminution with the Title Objection then becoming a Permitted Exception, or terminating this Agreement and requiring a return of the Purchase PriceXxxxxxx Money Deposit, together with any interest accrued thereon, which shall forthwith be returned to Buyer, and thereupon Buyer and Seller shall be released from all obligations under this Agreement, and this Agreement shall be null, void and of no further force or effect, provided however that the Lease shall remain in full force and effect. Seller agrees that it shall, as to any exceptions to which Buyer has objected as provided above, use good faith, and reasonable diligence to correct such defects within the time period provided for same but, will not be obligated to bring suit or (with the exception of removing any payoff of mortgage liens and any other liquidated amounts, encumbrances, taxes, accrued assessments or judgments which shall all be paid from the proceeds at Closing) take any other action to cure any Title Objection. If Purchaser fails at any time subsequent to elect (i) the delivery of the Title Insurance Commitment and the termination of the Title and Survey Review Period, but prior to the Closing of this transaction, title to the Property is found to be subject to additional exceptions filed of record after the effective date and time of the Title Insurance Commitment which render title to the Property unmarketable, or uninsurable, as defined above, then Purchaser (“Additional Defects”), Buyer shall give written notice of such Additional Defects to Seller prior to the Closing Date. Any Additional Defects, other than those created by, through or under Buyer, shall be deemed removed of record by Seller through reasonable best efforts and, if necessary, Closing shall be delayed by a period not to have elected exceed thirty (ii) above30 days to allow such removal. Encumbrances and defects to title that If such Additional Defects are not included removed within thirty (30) day period, then Buyer shall have the same options upon receipt of written notice from Seller as Buyer has been granted in Purchaser’s this Paragraph as if Seller did not cure the Title Objections and those Title Objections that are accepted pursuant to this subsection Objection. If Seller is responsible for causing such Additional Defects, Seller shall be deemed obligated to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, remove same at Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections sole cost and Seller’s Liens shall be borne by Sellerexpense.

Title Review. Seller shall has delivered to Purchaser a current preliminary title commitment (such commitment, as it may be obligated to clear any amended, supplemented and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”)updated, which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s "Preliminary Title Notice”Commitment") to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and issued by the later of Title Company, in the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution amount of the Purchase Price, with Purchaser as the proposed insured, together with legible copies of all documents of record referred to in the Preliminary Title Commitment as exceptions to title to the Properties (the "Title Documents"), and copies of Uniform Commercial Code, judgment and tax lien searches ("Searches") in the name of Seller and the Properties issued by the Title Company or a search company acceptable to Purchaser. If Seller shall obtain and deliver to Purchaser fails at Seller's cost and not later than ten (10) business days prior to elect the expiration of the Inspection Period, new surveys of the Properties, or revise, modify, or re-certify Seller's existing surveys ("Surveys"), using the certification form attached hereto as Exhibit F. During the Inspection Period, Purchaser shall review title to the Properties as disclosed by the Preliminary Title Commitment, the Searches and the Survey. The Properties shall be conveyed free and clear of monetary liens, security interests, and claims of liens or security interests (other than the lien for non-delinquent taxes and except for the mortgage indebtedness to be assumed by Purchaser as provided in Section 1.2 and shown on Exhibit C), and Seller shall remove at Closing (i) above, then Purchaser shall be deemed to have elected all such liens and security interests and (ii) above. Encumbrances and defects any exceptions to title that are not included in arise after the effective date of the initial Preliminary Title Commitment delivered to Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein , with the exception of the amendments to the contraryCCRs (see Paragraph 3.4). With respect to any other title exceptions, Seller’s Liens Seller shall cooperate with Purchaser to remove such exceptions to which Purchaser objects, but, unless Seller otherwise agrees in writing, Seller shall have no obligation to remove such exceptions. The term "Permitted Exceptions" means those specific exceptions in the Preliminary Title Commitment as of the end of the Inspection Period other than those that Seller is required or has agreed to remove, any real estate taxes not yet due and payable, and rights of Tenants under the Leases as tenants only, without any right to purchase. In addition, Permitted Exceptions shall include such access rights and utility easements as may be deemed retained by Seller for the benefit of any adjoining property owned by Seller ("Seller Access and Easement Rights"). Seller and Purchaser will work cooperatively to establish mutually acceptable Seller Access and Easement Rights. This obligation shall survive Closing. Purchaser has not received the Shelby 18 Parking Lot, nor Shelby 5 Parking title and survey information. Seller agrees to deliver such to Purchaser by January 5, 2005. Seller shall also respond by January 5, 2005 to Purchaser's objection letters received by Seller on December 23, 2004. Purchaser then has until January 11, 2005 to review, comment and approve any such new deliveries so that the parties may agree on the Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount Within three (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having 3) Business Days after the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Effective Date, Purchaser shall give notice (“Purchaser’s obtain a preliminary title report issued by Title Notice”) to Seller Company describing the state of title of the existence Property, together with copies of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances all exceptions specified therein (“the ''Preliminary Title ObjectionsReport”). Purchaser shall notify Seller shall, in writing ("Purchaser's Title Objection Notice1') of any objections Purchaser may have to title exceptionscontained in the Preliminary Title Report within five ten (510) business days from prior to the expiration of the Feasibility Period (the "Title Review Deadline''). Any and all exceptions to title that are capable of being removed as exceptions by payment of a fixed and liquidated sum of money shall be automatically deemed objected to by Purchaser. Seller shall have a period of three (3) Business Days after receipt of Purchaser’s 's Title Objection Notice in which to deliver written notice to Purchaser ("Seller's Title Notice, notify Purchaser ,,) of those Title Objections that Seller elects not Seller's election to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event agree to remove the Deposit shall be returned objectionable items prior to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofClose of Escrow, or (ii) accept the condition of the decline to remove any such title to the Property as it then is, without diminution of the Purchase Priceexceptions. If Seller notifies Purchaser fails of its election to not remove the objection items rather than remove the objectionable items, Purchaser shall have the right, by written notice delivered to Seller within two (2) Business Days after Purchaser's receipt of Seller's Title Notice, to elect between either, (i) aboveterminating this Purchase Contract (subject to Purchaser's obligations in Section 5.3, then Purchaser which shall survive such termination), in which event the entire Deposit shall be immediately released to Purchaser; or (ii) to agree to accept the Property subject to the objectionable items (Purchaser’s failure to terminate the Purchase Contract prior to the expiration of the Feasibility Period shall be deemed Purchaser's acceptance of such objectionable items). Upon the issuance of any amendment or supplement to have elected the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement (iiprovided that the period for Purchaser to review such amendment or supplement shall be the later of the expiration of the Feasibility Period or three (3) above. Encumbrances Business Days from receipt of the amendment or supplement) and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Escrow shall be deemed extended by the amount of time necessary to allow such review and approval in the time and manner set forth above; provided, however, that in no event shall the Close of Escrow be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees extended as a result of such delay for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellermore than (10) days.

Title Review. Seller Buyer shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances make objections (“Title Objections”) to any Exception or any reservation, easement, covenant, exception, limitation, restriction or other defect shown on the Updated Survey or reflected in the Title Commitment, such Title Objections to be made in writing and delivered to Sellers, the Title Company and Surveyor within ten (10) days following the latter of Buyer’s receipt of the Title Commitments, the documents reflecting Exceptions, or the Updated Survey. Sellers shall have the right, but not the obligation, to cure (or cause to be cured, including by way of express title insurance or its equivalent) any Exceptions constituting Title Objections, such cure to be effected not later than 5 Business Days prior to the Closing Date (the “Cure Period”); provided, however, that in the event a mortgage, deed of trust or other similar monetary lien secured by the Real Estate and placed on the Real Estate by or at the request of a Seller or an Affiliate of a Seller (collectively a “Mortgage Lien”) affects all or any portion of the Sellers’ interest in the Real Estate, on or before Closing, Sellers shall cause all such Mortgage Liens to be satisfied in a manner which is sufficient to cause them to no longer affect title to the Real Estate, and the Real Estate shall be conveyed free and clear of all such Mortgage Liens, and such Mortgage Liens shall in no event constitute, or be deemed to constitute, a Permitted Lien. Seller shallIf Sellers elect not to, fail, or are unable for any other reason to cure any Exceptions constituting Title Objections during the Cure Period, Buyer shall have the right, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In following the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or the date which is thirty (30) business days following SellerCure Period and as Buyer’s receipt of Purchaser’s Title Noticesole and exclusive remedy in such event, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall to either (i) terminate this Agreement waive in which event the Deposit shall be returned writing its Title Objections with respect to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofsuch Exceptions, or (ii) accept terminate this Agreement by written notice to Sellers, it being understood that the condition scheduled Closing Date shall be extended by five (5) days (or the lesser number of days until Buyer waives the Title Objections, if applicable) to accommodate Buyer’s election. If Buyer fails to terminate this Agreement in accordance with clause (ii) of the title to immediately preceding sentence within the Property as it then is, without diminution of required time period or otherwise consummates the Purchase Price. If Purchaser fails to elect (i) aboveClosing, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s waived all Title Objections which have not, as of such time, been cured, and those all Exceptions forming the basis for such uncured Title Objections that are accepted pursuant to this subsection shall be deemed to be become Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerLiens.

Title Review. Seller At any time during the period commencing on the date that all Title Commitments have been furnished to the Operating Partnership and ending 30 calendar days thereafter (the “Title Review Period”), the Operating Partnership may object in writing to any liens, encumbrances, and other matters reflected by the Title Commitments or the Surveys. All such matters to which the Operating Partnership so objects shall be “Non-Permitted Exceptions”; if no such objection notice is given during the Title Review Period, except as otherwise provided below, all matters reflected by the Surveys and Title Commitments shall be “Permitted Exceptions.” If, between the end of the Title Review Period and the Closing, the Operating Partnership receives notice of additional liens, encumbrances or other matters not reflected in the initial Title Commitments or the initial Surveys or otherwise becomes aware of such matters, the Operating Partnership may submit a revised list adding additional Non-Permitted Exceptions. The Contributors may, but shall not be obligated to, at their sole cost and expense, cure or remove all Non-Permitted Exceptions and give the Contributee written notice of its intent with respect thereto within five days after the Title Review Period expires or, if applicable, after delivery of any revised list; provided, however, the Contributors, at their sole cost and expense, shall be obligated to clear any cure or remove by the Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other liens and encumbrances against the applicable Property (other than liens for taxes and assessments which are not delinquent or relating to the Assumed Loans) which either secure Indebtedness or can be removed by payment of a liquidated sum of money, whether or not the Operating Partnership objects thereto during the Title Review Period, and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice matters shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title ObjectionsNon-Permitted Exceptions. In If the event Seller elects to attempt to remove or correct Title Objections(s) and by the later Contributors do not timely cause any of the Due Diligence Date Non-Permitted Exceptions to be removed, cured or otherwise omitted from the date which is thirty (30) business days following Seller’s receipt of Purchaser’s applicable Title NoticeCommitment and timely written notice thereof to be given to the Contributee, Seller has not arranged for removal or correction of said Title Objectionsthe Contributee may, then Purchaser shall either at any time and at its election, (i) terminate this Agreement as to the Property to which such Non-Permitted Exception relates, whereupon such Property shall become an Unapproved Property, (ii) extend the Closing Date until three Business Days after the Contributors have caused all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from the applicable Title Commitment, or (iii) acquire the Property subject to the Non-Permitted Exceptions (other than liens that the Contributors are obligated to cure or remove), in which event the Deposit Non-Permitted Exceptions (other than liens that Contributors are obligated to cure or remove) subject to which the Contributee elects to acquire the Property shall thereafter be returned to Purchaser Permitted Exceptions, and the parties hereto Contributee shall have no further rights the right to require that all or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition a portion of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Cash Consideration be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents applied to discharge Title Objections and Seller’s Liens shall be borne by Sellerany such obligations at Closing.

Title Review. In the event Buyer objects to any matters affecting title which are not Permitted Exceptions, Buyer shall, on or before the tenth (10th) day following the Effective Date deliver a title objection letter to Seller and Title Company identifying any such objections (the "Title Objection Letter"). Any matters affecting title that are not timely objected to in the Title Objection Letter shall be deemed approved by Buyer and shall constitute additional Permitted Exceptions. In the event Buyer timely delivers the Title Objection Letter, Seller shall have until the date which is five (5) Business Days after receipt of the Title Objection Letter within which to notify Buyer in writing (the "Seller Response Notice") whether Seller elects to endeavor to eliminate or modify any such identified objections. If Seller delivers the Seller Response Notice indicating its election to endeavor to eliminate or modify any such identified objections, then it shall be a condition precedent to Buyer's obligation to purchase the Property that such identified objections are eliminated or modified to Buyer's reasonable satisfaction. If no such Seller Response Notice is given, Seller shall be obligated deemed to clear have elected not to eliminate or to modify any and all encumbrances of matters affecting title of an ascertainable monetary amount (“Seller to the Property other than the Removed Liens”), which Seller’s Liens . Seller shall cause have no obligation to be satisfied and so eliminate or released at modify any unacceptable exceptions or prior matters affecting title to Closing (the Property or to incur any cost or expense in connection therewith other than with respect to the Removed Liens. In the event that Seller having the right has not agreed to apply the Purchase Price endeavor to eliminate or modify a portion thereof for such purpose). Notwithstanding the foregoingBuyer's title objection, other than Removed Liens, Buyer shall, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later end of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title NoticePeriod, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) waive in writing such objections and accept title to the Property subject to such title objections, or (b) terminate this Agreement by notice to Seller, in which event the Deposit shall be returned paid to Purchaser and Buyer and, thereafter, the parties hereto Parties shall have no further rights or obligations hereunder, hereunder except for rights and those obligations which, by their terms, which expressly survive the termination hereofof this Agreement. Unless Buyer timely delivers a Termination Notice, Buyer shall be deemed to have waived all objections to title to the Property other than those (i) that Seller has agreed to endeavor to eliminate or modify and (ii) Removed Liens. If after the end of the Due Diligence Period and prior to the Closing Date any new title exceptions ("New Exceptions") are first disclosed in writing to Buyer and Buyer timely objects to such New Exceptions, then subject to the provisions of this Section 4(f), Seller shall have five (5) Business Days following the giving of written notice by Buyer to Seller objecting to such New Exception(s) to notify Buyer in writing whether or not Seller elects to endeavor, at Seller's sole option, to cause such exceptions to be removed as exceptions or insured against to Buyer's reasonable satisfaction at no expense to Buyer, which, in either case, shall be deemed the cure of such title defect. If Seller elects to endeavor to cause such exceptions to be removed or insured against, then it shall be a condition precedent to Buyer's obligation to purchase the Property that such identified objections are eliminated or modified to Buyer's reasonable satisfaction. If such five (5) Business Day period extends beyond the then scheduled Closing Date, the Closing Date shall be extended until the first Business Day following the expiration of such period. If such exceptions are not so cured, Buyer may (i) waive in writing such objectionable title exceptions and proceed to Closing, or (ii) accept the condition terminate this Agreement and obtain a return of the title to Deposit within three (3) Business Days and, thereafter, the Property as it then is, without diminution Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of the Purchase Pricethis Agreement. If Purchaser Buyer fails to elect object to or waive in writing any New Exceptions within three (i3) Business Days after Buyer first discovers or learns about such New Exceptions as described above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection such New Exceptions shall be deemed to be additional Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply inspect the Purchase Price Title Documents. Written notice by Xxxxxxxxx, or a portion thereof for such purpose). Notwithstanding Xxxxxxxxx’s attorney, of unmerchantability of title or of any other unsatisfactory title condition shown by the foregoingtitle documents shall be signed by or on behalf of the Purchaser, prior and be given to the Due Diligence DateSellers and Sellers’ attorney, Purchaser shall give notice (“no later than the date of the Notice of Election to Purchase. If Sellers do not receive Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallnotice by such time, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) aboveaccepted the condition of title as satisfactory. Encumbrances Matters not Shown by the Public Records. Sellers make no representation as to matters not shown by public records, or as to applicable City of _________________ County of __________________________ zoning, subdivision, and defects other land use regulations, if any, applicable to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to the Property. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. In the event the Property is located within a special taxing district or may be located within such district after the date of this subsection Agreement, Purchaser shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein accept the effect of the Property’s inclusion in such special taxing district and waive the right to object to title or terminate this Agreement upon the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerbasis of such inclusion.

Title Review. Seller Buyer shall have until February 1, 1997, or fifteen (15) ------------ days prior to closing (the "Title Review Period") within which to conduct title due diligence with respect to the Properties (whether through the examination of lease files, abstracts, xxxxxxx'x ownership reports or physical inspection of the documents indexed against the Properties. If the records or materials furnished to or examined by Buyer reflect the existence of any discrepancy in working or net revenue interests or any material encumbrance, encroachment or defect in title that renders title to all or any portion of the Properties, in the opinion of Buyer or its attorneys, less than defensible, and which Buyer does not waive (the "Title Defects"), written notice of such specific Title Defects shall be given by Buyer to Seller on or before expiration of the Title Review Period. No matter shall be construed as a Title Defect unless so construed under generally accepted oil and gas industry title examination standards for the State of Oklahoma, but Title Defects shall specifically include any preferential right to purchase which is exercised or outstanding. If Title Defects shall be timely asserted by Xxxxx, Seller may, but shall not be obligated to, attempt to clear any and cure or remove all encumbrances of title of an ascertainable monetary amount (“Seller Liens”)such Title Defects, which at Seller’s Liens Seller shall cause to be satisfied and or released at or 's sole expense, prior to Closing Closing. With respect to any Title Defect which remains uncured forty-eight (with 48) hours prior to Closing, then (i) Buyer shall propose an adjustment to the Purchase Price (which shall not exceed the Allocated Value of the affected Property) which Buyer believes represents the difference between the Allocated Value and the true value given the existence of the unresolved Title Defect, (ii) Seller having the right may accept Buyer's proposed adjustment to apply the Purchase Price or may negotiate with Buyer a portion thereof for such purpose). Notwithstanding the foregoing, prior lesser adjustment to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect , and (iiii) aboveif Seller and Buyer cannot agree upon a reduced Purchase Price, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s the Property affected by the Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens Defect shall not be deemed Permitted Encumbrances. Recording fees for recording documents sold to discharge Title Objections and Seller’s Liens Buyer, but shall be borne retained by SellerSeller and the Purchase Price shall be reduced by the Allocated Value assigned to such Property in Exhibit "A" hereto.

Title Review. Seller a. At Closing, Ohlone College shall be obligated ground lease the Property to clear any SteelWave as will enable the Title Company to issue to SteelWave, a 2006 ALTA extended coverage Owner’s Policy of Title Insurance, with leasehold owner endorsement and all encumbrances of title of an ascertainable monetary amount such other endorsements thereto as SteelWave may request (the “Seller LiensALTA Policy”), which Sellersubject only to the “Permitted Exceptions” (as hereinafter defined), and SteelWave’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or receipt of a portion thereof for such purpose). Notwithstanding the foregoing, title commitment from Title Company prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Expiration Date to issue the Title Notice”) to Seller Policy as of the existence Closing in such form (subject to Title Company’s receipt of any encumbrances payment for such Title Policy, the cost of which shall be allocated between SteelWave and defects Ohlone College as provided in title this Agreement) shall be a condition precedent to which Purchaser objects SteelWave’s obligation to enter into the Ground Lease at Closing, provided that SteelWave obtains and that are not Permitted Encumbrances (“delivers to Title Objections”)Company, prior to the expiration of the Due Diligence Period, an ALTA survey sufficient for Title Company to issue the ALTA Policy. Seller shall, within Within five (5) business days from receipt following the Effective Date, Ohlone College shall cause Escrow Holder to deliver to SteelWave an owner's standard coverage preliminary title report dated no earlier than twenty (20) days prior to the Effective Date, together with complete copies of Purchaser’s all underlying documents relating to title exceptions referred to therein, issued in connection with the leasing of the Property to SteelWave under this Agreement (the "Preliminary Report", which together with each exception document referred to therein are collectively referred to herein as, the "Title NoticeDocuments"). Notwithstanding anything contained herein to the contrary, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice the Property shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title ground leased subject to the Property as it then isfollowing matters, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection which shall be deemed to be “Permitted Encumbrances. Notwithstanding anything Exceptions”: (1) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided, if any; (2) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the contraryProperty; (3) such state of facts as may be shown on the final survey obtained by Tenant as provided above in this Section 5.2.1, Seller’s Liens shall not be deemed and, (4) any of the matters set forth in Section 5.1.1(b) which become Permitted Encumbrances. Recording fees for recording documents Exceptions pursuant to discharge Title Objections and Seller’s Liens shall be borne by Sellerthe terms thereof.

Title Review. Within the Due Diligence Period, Buyer shall review the Title Commitment and, on or before the expiration of the Due Diligence Period, shall notify Seller what exceptions to title, if any, will be accepted by Buyer. Only those exceptions approved by Xxxxx in writing shall constitute “Approved Exceptions”. Seller shall be obligated attempt to clear any and remove all encumbrances of title of an ascertainable monetary amount (“Seller Liens”)exceptions that are not Approved Exceptions prior to the Closing Date, which Seller’s Liens but Seller shall cause not be required to be satisfied institute any litigation or incur any cost to do so, provided Xxxxxx agrees to pay any monetary liens (including all taxes) affecting title to the Property and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for thus eliminate any such purpose)title exception. Notwithstanding the foregoingIf, prior to the Due Diligence Closing Date, Purchaser shall give notice Seller notifies Buyer that Seller will not be able to remove an exception (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”other than a monetary lien). Seller shall, then, within five ten (510) business days of such notice from receipt of Purchaser’s Title NoticeSeller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Purchaser of those Title Objections Seller either that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either Buyer (i) terminate waives the objection to such exception and accepts such title as Seller is willing to convey, or (ii) terminates this Agreement Agreement, in which event the Deposit shall be returned to Purchaser Buyer and the parties hereto neither party shall have no any further rights or obligations hereunderunder this Agreement. Immediately upon discovering the need to amend or add any exception to the Title Commitment (including but not limited to exceptions raised by a survey), Escrow Holder shall notify Buyer and Seller. Within ten (10) business days after notice from Escrow Holder together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (the “Amendment Objections”). Seller shall attempt to satisfy the Amendment Objections prior to the Closing Date, but Seller shall not be required to institute any litigation or incur any cost to do so, provided Xxxxxx agrees to pay any monetary liens affecting title to the Property and thus eliminate any such title exception. If, prior to the Closing Date, Seller notifies Buyer that Seller will not remove any of the Amendment Objections (other than a monetary lien), then, within ten (10) days of such notice from Seller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller either that Buyer (i) waives the Amendment Objections and accepts such title as Seller is willing to convey (except for rights and obligations whichwith respect to monetary liens, by their terms, survive which shall be deducted from the termination hereofPurchase Price), or (ii) accept terminates this Agreement, in which event the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Deposit shall be deemed returned to Buyer and neither party shall have elected (ii) aboveany further rights or obligations under this Agreement. Encumbrances The Approved Exceptions, and defects to title that are not included any other exceptions which Buyer approves in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection writing shall be deemed referred to be hereinafter as the “Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.”

Title Review. Seller Buyer shall be obligated review title to clear the Property as disclosed by the Title Report and any and all encumbrances Survey. Buyer shall have twenty (20) days from the later of title the Buyer’s receipt of an ascertainable monetary amount the Title Report or the Effective Date (the “Seller LiensTitle Due Diligence Contingency Period”), which Seller’s Liens Seller shall cause to be satisfied object, in its sole and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoingabsolute discretion, prior to the Due Diligence Date, Purchaser shall give by written notice (“Purchaser’s Title Notice”) of objections delivered to Seller of and Title Company (the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”), to any title matters shown on the Title Report. Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice Buyer shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In have until the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date Contingency Period (the “Survey Due Diligence Contingency Period”) to object, in its sole and absolute discretion, by written notice of objections delivered to Seller and Title Company (the “Survey Objections”), to any survey matters disclosed in any Survey. The Title Report and any Survey shall collectively be referred to herein as the “Title Documents.” Buyer’s failure to provide notice of the Title Objections to Seller on or before the expiration of the Title Due Diligence Contingency Period or the date which is thirty Survey Objections on or before the expiration of the Survey Due Diligence Contingency Period shall constitute Buyer’s approval of the Title Documents. If Buyer timely notifies Seller of its Title Objections or Survey Objections, then Seller may notify Buyer in writing within two (302) business days following after Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either such notification that: (i) terminate this Agreement in which event Seller will remove the Deposit shall be returned to Purchaser and Title Objections or Survey Objections on or before the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofClosing, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are Seller will not included in Purchaser’s remove any or certain specified Title Objections and those or Survey Objections. Seller’s failure to address any Title Objections that are accepted pursuant or Survey Objections in any notice, or failure to this subsection give a timely notice as to any Title Objections or Survey Objections, shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, constitute Seller’s Liens shall election not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge remove such Title Objections and Seller’s Liens shall be borne by Selleror Survey Objections.

Title Review. Seller shall be obligated With respect to clear any and all encumbrances of title of an ascertainable monetary amount matters, on or before 5:00 p.m. on twenty days before the Closing Date (the “Seller LiensTitle Notice Date”), which Seller’s Liens Buyer will notify Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt after the Title Notice Date of Purchaserany manner in which the title to the Real Property (the “Title Certification Date”) does not comply with the requirements of this Agreement (“Buyer’s Title Defect Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that ”). Seller shall remove or correct all notify Buyer within ten (10) days of PurchaserXxxxx’s Title ObjectionsDefect Notice as to the actions which Seller intends to take to cure such title defects (“Seller’s Title Response”). In the event that Seller elects does not provide reasonable assurances that Seller will endeavor to attempt cure said defects, then Buyer, by an additional notice to remove or correct Title Objections(sSeller, given within the (10) and by the later days of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title NoticeResponse, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement Agreement, (ii) waive some or all of Buyer’s objections in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofBuyer’s Title Defect Notice, or (iiiii) accept the condition notify Seller of the title any defect which Buyer asserts Seller is required to remedy under Section 2. Buyer may not give notice of its election to terminate if Seller has given assurances to Buyer in Seller’s Title Response that it will use reasonable efforts to cure such defects. Notwithstanding any other provision of this Agreement to the Property as it then iscontrary, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Buyer will be deemed to have elected waived any objections to all title matters existing as of the Title Notice Date to the extent any such objection(s) is (iiare) above. Encumbrances and defects to title that are not included noted in Purchaserthe Buyer’s Title Objections Defect Notice to Seller; and those Title Objections that are accepted pursuant to this subsection (b) Seller shall be deemed required to be Permitted Encumbrancesremove or bond over all monetary liens on the Premises as a condition to Buyer’s obligations to close, whether or not noted on Buyer’s Title Defect Notice. Notwithstanding anything herein to the contrarycontrary contained herein, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees any title matter that is the subject of a title standard of the Real Estate Bar Association for recording documents to discharge Title Objections and Seller’s Liens Massachusetts as of the Closing Date shall be borne governed by Sellersaid title standard to the extent applicable.

Title Review. Buyer shall have until August 8, 1997 (the "Title Review Period") within which to review and disapprove of any title exception or survey matter disclosed by the Title Documents. Buyer shall notify Seller within the Title Review Period of its disapproval of any exception to Seller's title to and/or encumbrances against the Property contained in or disclosed by the Title Documents. In the event Buyer fails to notify Seller within the Title Review Period of any such disapproval of the matters disclosed by Buyer's review of the Title Documents, the state of title to the Property shall be deemed approved. In the event Buyer does so notify Seller of its objection to the state of title to the Property, Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within have five (5) business days from receipt of Purchaser’s Title Noticeto determine whether it is desirable or feasible, notify Purchaser of those Title Objections that Seller elects not in Seller's discretion, to attempt have the disapproved items removed, modified, or insured against to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title ObjectionsBuyer's satisfaction. In the event Seller elects does not notify Buyer within such five (5) day period that it intends to attempt to remove remove, modify, or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, insure against such disapproved items then Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunderobligation to do so, except for rights and obligations whichBuyer may consider such fact during the Feasibility Period. If Seller does notify Buyer within such five (5) day period that it intends to remove, by their terms, survive the termination hereofmodify, or (ii) accept insure against such disapproved items, then this Agreement shall continue in full force and effect and Seller shall, at its cost, remove, modify, or insure against the condition of the title disapproved items to Buyer's satisfaction on or prior to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted EncumbrancesClosing Date. Notwithstanding anything herein to the contraryany other provision of this Agreement, Seller’s Liens shall Seller may not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections satisfy its obligations under this Section 2.2 or otherwise under this Agreement by providing insurance against or over any title exception, unless Buyer expressly consents after full disclosure of all material facts and Seller’s Liens shall be borne by Sellerconditions relating thereto.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances have until the end of title of an ascertainable monetary amount the Review Period (“Seller Liens”the "Title Review Period"), which Seller’s Liens Seller to give Sellers a detailed notice objecting to any exception or condition contained in the Title Commitments or shown on the Updated Surveys, or the New Surveys, if any; provided, however, that Purchaser shall cause to be satisfied and or released at or prior to Closing (with Seller having not have the right to apply object to any matter disclosed by the Purchase Price Original Title Policy or a portion thereof for such purpose)the Existing Survey. Notwithstanding If Purchaser does not give notice of any objections to Sellers within the foregoing, prior to the Due Diligence DateTitle Review Period, Purchaser shall give be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Updated Surveys. If Purchaser provides timely objections, Sellers shall have five (5) days after receipt of Purchaser's notice (“the "Title Cure Period") in which to cure or attempt to cure Purchaser’s 's objections; provided, however that Sellers shall not have any obligation to cure any of Purchaser's objections. Sellers may bond around any mechanics' or materialmen's lien(s) and abstract(s) of judgment to the Title Notice”) to Seller Company's reasonable satisfaction. If Purchaser provides timely objections and all of the existence of any encumbrances and defects in title to which Purchaser objects and that Purchaser's objections are not Permitted Encumbrances (“cured within the Title Objections”). Seller shallCure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period, Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement in by giving a termination notice to Sellers, at which event time Escrowee shall return the Deposit shall be returned Xxxxxxx Money to Purchaser and the parties hereto shall have no further rights rights, liabilities, or obligations hereunder, except for rights and obligations which, by their terms, under this Agreement (other than those that expressly survive the termination hereof, termination); or (iib) accept waive the condition of the title uncured objections by proceeding to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Closing and thereby be deemed to have elected (ii) aboveapproved the Purchaser's title as shown in the Title Commitment, the title exception documents, and the Updated Surveys and New Surveys, if any. Encumbrances If Sellers do not timely receive notice of Purchaser's election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and defects to approve the Purchaser's title as shown in the Commitment, the title exception documents, and the Updated Survey. All exceptions shown on the Original Title Policies, the Existing Surveys, the Title Commitments, the title exception documents, or the Updated Surveys that are not included in Purchaser’s cured within the Title Objections and those Title Objections that are accepted pursuant to this subsection Cure Period shall be deemed to be the "Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions".

Title Review. Seller Buyer shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount have until the date that is seven (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, 7) business days prior to the Due Diligence Dateexpiration of the Review Period to notify Seller in writing (any such notice, Purchaser shall give notice (a “Purchaser’s Title Defect Notice”) of those exceptions or matters indicated on the Title Evidence (such exceptions to title being referred to as the “Disclosed Exceptions”) of those exceptions that Buyer disapproves. If Buyer fails to deliver written notice to Seller of any exceptions or matters indicated on the existence Title Evidence disapproved by Buyer prior to said date, then all such Disclosed Exceptions shall be deemed approved by Buyer. Any exceptions indicated on the Title Evidence and approved (or deemed approved) by Buyer shall constitute Permitted Exceptions in connection with the issuance of any encumbrances the Title Policy. Any exceptions to title (other than the Permitted Exceptions and defects in title the Disclosed Exceptions) that arise between the effective date of the Title Commitment or the Survey, as the case may be, and the Closing are referred to which Purchaser objects and that are not Permitted Encumbrances (herein as “Title Objections”). Seller shall, within New Defects.” Buyer shall have five (5) business days from after its receipt of Purchaserwritten notice or updated title evidence reflecting any New Defects within which to notify Seller in writing of any such New Defects to which Buyer reasonably objects on the grounds that such New Defects either (x) render title unmarketable or uninsurable at regular rates or (y) materially and adversely affect Buyer’s intended use of the Property or the value of the Property. Seller shall be obligated to cure and remove (or procure title insurance over) all of the following classes of New Defects and Disclosed Exceptions, as and to the extent that they affect the Property (“Mandatory Cure Items”), if any: (a) the liens of any mortgage, trust deed or deed of trust evidencing an indebtedness owed by Seller; (b) tax liens for delinquent ad valorem real estate taxes; (c) mechanics liens pursuant to a written agreement either between (x) the claimant (the “Contract Claimant”) and Seller or its employees, officers or managing agents (the “Seller Parties”) or (y) the Contract Claimant and any other contractor, materialman or supplier with which Seller or the Seller Parties have a written agreement; and (d) broker’s liens pursuant to a written agreement between the broker and Seller or any Seller Parties. If Buyer notifies Seller of its disapproval of any exceptions or matters indicated on the Title Evidence, then Seller shall have three (3) business days after such notice to advise Buyer in writing of any such exceptions which Seller is unable or unwilling to remove at the close of Escrow (the “Seller’s Response Notice”), notify Purchaser of those Title Objections indicating that Seller has elected to cure and remove any such matters (any such matters that Seller elects to cure and remove, “Seller Cure Items”) not later than the Closing. Seller shall have until Closing to attempt cure and remove (or procure title insurance over) any Seller Cure Items. If Seller fails to remove or correctdeliver Seller’s Response Notice within such three (3) business day period, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove be unable or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt unwilling to remove the disapproved exceptions or correct Title Objections(smatters except as expressly required in this section. If Seller is (or is deemed to be) unable or unwilling to remove all such disapproved exceptions or matters, then Buyer shall have the right, by written notice to Seller and by Settlement Agent delivered not later than the later expiration of the Due Diligence Date or Review Period, to terminate this Agreement not later than the date which that is thirty five (305) business days following Sellerafter Buyer’s receipt of Purchasera Seller’s Title Response Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be immediately returned to Purchaser Buyer ,and the parties hereto neither party shall have no any further rights liabilities or obligations hereunder, pursuant to this Agreement except for rights and those liabilities or obligations which, by their terms, that expressly survive the termination hereof, or (ii) accept the condition of the title this Agreement. Failure of Buyer to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser so terminate this Agreement shall be deemed to have elected (ii) above. Encumbrances Buyer’s waiver of its previous title objections and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection all such disapproved exceptions or matters shall be deemed to be Permitted EncumbrancesExceptions. Notwithstanding anything herein If, on or prior to Closing, Seller fails to cure and remove (i) any Mandatory Cure Item, or (ii) each Disclosed Exception or New Defect, as the contrarycase may be, that Seller agreed to cure (pursuant to a Seller’s Liens Response Notice), Buyer may terminate this Agreement by written notice to Seller on or prior to Closing, in which event the Deposit shall not immediately be deemed Permitted Encumbrances. Recording fees for recording documents returned to discharge Title Objections and Seller’s Liens shall be borne by SellerBuyer.

Title Review. Purchaser shall have until 5:00 p.m. (Charleston, South Carolina local time) on the date that is five (5) days before the expiration of the Inspection Period (as defined below) to give notice to Seller shall be obligated specifying any objections to clear any matters (other than Permitted Exceptions) reflected in the Title Commitment or on the Survey (and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which otherwise not reflected on Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”existing survey) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). For the avoidance of doubt, Purchaser shall have no right to object to any Permitted Exceptions. If Purchaser timely provides any Title Objections, Seller shallmay, within five but shall not be obligated to cure such Title Objections. Seller shall not be obligated to incur any expense to cure any Title Objections unless Seller expressly undertakes in writing to do so. If Seller does not notify Purchaser on or before the date that is three (53) business days from after receipt of Purchaser’s Title NoticeObjections of Seller’s agreement to cure such Title Objections, notify Seller shall be deemed to have elected not to cure such Title Objections. If Seller notifies Purchaser of those Title Objections that Seller elects not to attempt to remove cure any Title Objection or correct, provided that failure of if Seller to give said notice shall be is deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects have elected not to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said cure such Title Objections, then Purchaser shall shall, by written notice to Seller given no later than the expiration of the Inspection Period, either (i) terminate this Agreement waive the Title Objections in question without any reduction in the Purchase Price, in which event the Deposit such uncured Title Objections shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofPermitted Exceptions, or (ii) accept terminate this Agreement, in which case the condition Xxxxxxx Money will be refunded in full to Purchaser and thereupon this Agreement will be null and void and of no further force and effect whatsoever, except for the title to the Property as it then is, without diminution terms of the Purchase Pricethis Agreement which expressly survive termination of this Agreement. If Purchaser fails to elect (i) aboveprovide notice of such election before the expiration of the Inspection Period, then Purchaser shall be deemed to have elected the option set forth in clause (iii) aboveof the preceding sentence. Encumbrances and defects Notwithstanding the foregoing, Seller shall be obligated to title that are not included cure or otherwise satisfy any mortgage, judgment lien, or construction lien liquidated in Purchaser’s amount which has been created or suffered by Seller, other than the Existing Loan Documents (the “Monetary Title Objections”). If Seller fails to cure or otherwise satisfy any such Monetary Title Objections and those Title Objections that are accepted pursuant to this subsection (which may include “bonding around” any filed construction liens), Purchaser shall be deemed entitled to be Permitted Encumbrances. Notwithstanding anything herein to cure or otherwise satisfy such Monetary Title Objection which is not cured by Seller at or before Closing and offset the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne sums expended by SellerPurchaser against the Cash Portion of the Purchase Price.

Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of have until the existence of any encumbrances and defects in title to date which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within is five (5) business days from receipt prior to expiration of Purchaser’s the Review Period (as hereinafter defined) (the “Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller Review Period”) to give said Seller a detailed notice shall be deemed objecting to mean that Seller shall remove any exception or correct all of Purchaser’s condition contained in the Title Objections. In Commitment or shown on the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date Updated Survey, if any, other than those Permitted Exceptions which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. are listed on Exhibit E. If Purchaser fails does not give notice of any objections to elect (i) aboveSeller within the Title Review Period, then Purchaser shall be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Existing Survey or the Updated Survey, if any, and any such exceptions or matters shall become “Permitted Exceptions”. If Purchaser provides timely objections, Seller shall have until the date which is one (1) business day prior to the expiration of the Review Period (the “Title Cure Period”) in which to elect, by written notice to Purchaser, either (i) to cure or attempt to cure Purchaser’s objections, or (ii) not to cure Purchaser’s objections; provided, however, notwithstanding the foregoing, Seller shall have no obligation whatsoever to cure or attempt to cure any of Purchaser’s objections. Notwithstanding the preceding sentence, Seller shall be obligated, at Closing, to cause Title Insurer to remove (by waiver or endorsement) any (a) mortgage or deed of trust granted by Seller affecting the Property and (b) mechanic’s liens with respect to work contracted for by Seller (but not mechanic’s liens with respect to work contracted for by tenants or other occupants of the Property) at the Property, provided that Seller has received written notice of any such mechanic’s lien prior to Closing (collectively, the “Required Cure Items”). In the event that Seller fails to provide such written notice of its election to proceed under either clause (i) or (ii) above, Seller shall be deemed to have elected clause (ii) above. Encumbrances At Seller’s cost and defects expense, Seller may bond around any such matters to title that Title Insurer’s reasonable satisfaction or cause Title Insurer to endorse over any such objection, and in either event, such objection shall be deemed cured. If Purchaser provides timely objections and all of Purchaser’s objections are not included cured (or agreed to be cured by Seller in Purchaser’s writing prior to Closing) within the Title Objections Cure Period for any reason, then, on or before the last day of the Review Period Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (x) terminate this Agreement by giving a termination notice to Seller, at which time Escrowee shall return the Xxxxxxx Money (specifically excluding the Option Fee, which shall be paid to Seller) to Purchaser and the parties shall have no further rights, liabilities, or obligations under this Agreement (other than those Title Objections that are accepted expressly survive termination); or (y) waive the uncured objections by not terminating this Agreement pursuant to this subsection shall Section 3.3 and thereby be deemed to have approved the Purchaser’s title as shown in the Title Commitment the title exception documents, the Existing Survey or the Updated Survey, if any, and any such uncured objections shall become “Permitted Exceptions”. If Seller does not timely receive notice of Purchaser’s election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and to approve the title as shown in the Title Commitment the title exception documents, the Existing Survey or the Updated Survey, if any, and such uncured objections shall become “Permitted EncumbrancesExceptions”. Notwithstanding anything herein the foregoing, if the Title Commitment raises a title exception related to that certain Mechanic’s Lien Foreclosure Case filed by Xxxxxx Window & Wall in the Circuit Court of Xxxx County as Case No. 08CH46079 and Seller is not able to cause the Title Insurer to remove or insure over such exception at Closing, then Purchaser shall have the option of either (i) completing the Closing pursuant to the contraryterms of this Agreement, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents in which event Purchaser waives any and all claims related to discharge Title Objections said title exception, or (ii) terminating this Agreement and Seller’s Liens receiving a refund of the Xxxxxxx Money (including the Option Fee), in which event this Agreement shall be borne by Sellernull and void and neither party shall have any obligations under this Agreement except those which expressly survive termination.

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey and shall be permitted to provide Seller with written notice of any matters disclosed in the Title Commitment or Surrey that Purchaser deems unacceptable (the “Title Objection Letter”). Within five (5) business days after receipt of the Title Objection Letter, Seller may provide Purchaser with written notice as to which objections Seller will or will not cure (the “Seller’s Cure Notice”). In the event that the Seller’s Cure Notice indicates that Seller will not cure any objection raised in the Title Objection Letter, Purchaser shall have five (5) days from receipt of Seller’s Cure Notice in which to terminate this Agreement, and upon such termination Purchaser shall receive a return of the Xxxxxxx Money, subject to the subsequent sentence. Notwithstanding the foregoing to the contrary no event may Purchaser terminate this Agreement pursuant to the preceding sentence later than the last day of the Inspection Period. Purchaser’s failure to terminate prior to the Inspection Period shall be deemed Purchaser’s acceptance of Seller’s Cure Notice and of the title to the Property as reflected in the last Title Commitment received by Purchaser prior to the expiration of the Inspection Period and the Survey. Seller shall be obligated have no obligation to clear any and all encumbrances of cure title objections except matters that Seller agrees to cure in Seller’s Cure Notice, financing liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Notwithstanding Seller her agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Effective Date without Purchaser’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted Exceptions” shall mean: (i) the matters shown in the Title Notice”) to Seller of the existence of any encumbrances and defects in title Commitment or Survey to which Purchaser objects and that are does not Permitted Encumbrances (“Title Objections”). Seller shallobject, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections or that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later cure without a resulting termination of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to by Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition rights of the title to the Property tenants, if any, and licensees or vendors under License Agreements or Service Contracts not terminated as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerClosing.

Title Review. Seller Lessee shall cause a title insurance company of its choice ("Title Company") to furnish it with a preliminary title report for the Premises ("Preliminary Report"), together with copies of all underlying documents referred to as exceptions in the Preliminary Report. Lessee shall pay for all costs and expenses associated with the preparation and furnishing of the Preliminary Report. As a condition precedent to Lessee's obligation to purchase the Premises hereunder, Lessee shall have until the expiration of ten (10) days from its delivery of the applicable Notice of Exercise to Lessor ("Title Review Expiration Date") to deliver to Lessor and Escrow Agent a "Notice of Disapproval" disapproving of any exceptions shown in the Preliminary Report of which Lessee disapproves, except for the standard printed exceptions reflected in the Preliminary Report or on the title policy to be issued to Lessee by the Title Company at the Close of Escrow. If Lessee fails to deliver such Notice of Disapproval on or before the Title Review Expiration Date, Lessee shall be obligated deemed to clear any and have approved of all encumbrances exceptions set forth in the Preliminary Report. Upon Lessor's timely receipt of title a Notice of an ascertainable monetary amount (“Seller Liens”)Disapproval, which Seller’s Liens Seller Lessor shall cause have the right, to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, exercised within five (5) business days from after receipt of Purchaser’s Title Notice, Lessee's notice to notify Purchaser Lessee in writing that it intends to cure any such disapproved matter prior to or concurrently with the Close of those Title Objections Escrow. Failure of Lessor to deliver a written notice to Lessee that Seller elects not it intends to attempt cure any disapproved matter shall constitute Lessor's refusal to remove or correct, provided that failure of Seller to give cure said notice matter. Lessee shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty thereupon have three (303) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event to notify Escrow Agent and Lessor in writing that Lessee waives its previous disapproval. Lessee's failure to timely provide such notice shall constitute Lessee's unwillingness to waive said disapproved matter, whereupon the escrow and Lessee's right to purchase the Premises as provided herein (including, but not limited to, any remaining Options) shall immediately terminate and be of no further force and 25 effect, Lessee shall be entitled to the return of its Deposit from Escrow Agent (to the extent that the Deposit shall be returned to Purchaser has been received by Escrow Agent) and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to each other under this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerRider.

Title Review. On or before November 10, 2023, Purchaser shall deliver to Seller a title commitment (the “Commitment”) to be issued by the Title Company covering the Property, and a survey of the Property (the “Survey”), along with a written notification (the “Objection Notice”) setting forth which of the liens, encumbrances and other matters described in the Commitment or on the Survey are unacceptable to Purchaser (the “Unpermitted Matters”). Seller shall then have until the date that is ten (10) days after Seller’s receipt of the Objection Notice to notify Purchaser in writing (“Seller’s Response Notice”) which of the Unpermitted Matters Seller will cure, by removal from the Commitment or by endorsement (which endorsements must be reasonably acceptable to Purchaser). The matters listed in the Commitment or shown on the Survey that are not Unpermitted Matters shall be “Permitted Exceptions.” If Seller elects not to cure any of the Unpermitted Matters within the time period described above, Purchaser shall have the option of (y) proceeding with this Agreement without reduction in the Purchase Price, in which case any Unpermitted Matters not so cured shall be deemed additional Permitted Exceptions or (z) terminating this Agreement by written notice to Seller on or before five (5) days following receipt of the Seller’s Response Notice, in which event this Agreement shall be deemed terminated and neither party shall have any further obligations or liabilities hereunder. Notwithstanding the foregoing, Seller shall be obligated to clear pay off on or before the Closing any and all encumbrances of title of an ascertainable monetary amount liens (“Seller Liens”)e.g., which Sellermortgages, judgments, mechanic’s Liens liens or tax liens) affecting the Property. Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having not change the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller status of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, between the Effective Date and the Closing without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein notification to the contrary, Purchaser prior to Closing identifying Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents successor and without first providing a copy of this executed Agreement to discharge Title Objections and Seller’s Liens shall be borne by Sellersuccessor.

Title Review. Prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller in writing of any objections Purchaser has to any matters shown on the Title Commitment or the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called “Objections.” Seller shall be obligated have the option, but not the obligation, to clear any and remedy or remove all encumbrances of title of an ascertainable monetary amount Objections (“Seller Liens”), which Seller’s Liens Seller shall cause or agree irrevocably in writing to be satisfied and remedy or released remove all such Objections at or prior to Closing (with Seller having Closing) during the right to apply period of time beginning at the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or Period and ending on the date which is thirty second (302nd) business days following calendar day thereafter (“Seller’s receipt of PurchaserCure Period”). Except to the extent that Seller cures, or agrees in writing to cure, such Objections during Seller’s Title NoticeCure Period, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected not to cure such matters. In the event Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Seller’s Cure Period, then either (i) this Agreement may be terminated in its entirety by or on behalf of Purchaser by giving Seller written notice to such effect five (5) calendar days after the expiration of Seller’s Cure Period, whereupon the Title Company shall return the Exxxxxx Money Deposit to Purchaser and thereafter all parties hereto or mentioned herein shall be released and relieved of further obligations, liabilities or claims hereunder, except for the Termination Surviving Obligations; or (ii) aboveany such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within five (5) calendar days after the expiration of Seller’s Cure Period. Encumbrances Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and defects to title that which Purchaser does not object on or prior to the last day of the Due Diligence Period (or which are not included in thereafter waived or deemed to be waived by Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection ) shall be deemed to be permitted encumbrances (the “Permitted Encumbrances”) to the status of Seller’s title to the Property. Notwithstanding anything herein any provision of this Section 6.3 to the contrary, Seller will be obligated to cure exceptions to title to the Property relating to (or, as to (ii), cure or cause deletion from the Title Policy or affirmative title insurance over) (i) liens and security interests securing any loan to Seller (including, but not limited to the pay-off the loan from The Prudential Insurance Company of America, a New Jersey corporation, to Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections ), (ii) any other liens or security interests created by Seller securing monetary obligations, and Seller’s Liens shall be borne by Seller(iii) any title encumbrances created after the Effective Date in breach of this Agreement.

Title Review. Seller 7.1 Promptly after the Effective Date, Sellers shall be obligated deliver to clear any Purchaser the most recent survey in Sellers' possession and all encumbrances of Owner's current owner's title of an ascertainable monetary amount insurance policy (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing the "Owner Policy") together with legible copies (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Dateextent available) of all documents of record referred to in the Owner Policy as exceptions to title to the Property. Promptly after its receipt of the Owner Policy, Purchaser shall give notice obtain and deliver to Sellers a current title commitment (“Purchaser’s such title commitment, as it may be amended, supplemented and updated, the "Title Notice”Commitment") issued by Chicago Title Insurance Company or such other title insurance company acceptable to Seller Purchaser (the "Title Company"), in the amount of the existence Purchase Price, with Purchaser as the proposed insured, together with legible copies (to the extent available) of all documents of record referred to in the Title Commitment as exceptions to title to the Property (excepting any encumbrances which were included as exceptions to the Owner Policy). Sellers shall, as soon as possible after the Effective Date, deliver to Purchaser an update to a current date, pursuant to the accuracy requirements of an ALTA/ACSM land title survey, dated subsequent to the Effective Date, of the aforementioned survey (the "Survey"). During the Inspection Period, Purchaser shall review title to the Land as disclosed by the Title Commitment and defects the Survey. The Property shall be free and clear of monetary liens, security interests and claims of monetary liens or security interests (other than the lien for non-delinquent taxes), and Sellers shall remove at the Closing all such liens and security interests. With respect to any other title exceptions or other matters reflected in title the Title Commitment or the Survey, to which Purchaser objects, other than Permitted Exceptions (as defined herein), Sellers shall cooperate with Purchaser to remove such exceptions or matters to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from after its receipt of Purchaser’s the Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser Commitment and the parties hereto Survey but, unless Sellers otherwise agree in writing, Sellers shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title obligation to the Property as it then is, without diminution of the Purchase Priceremove such exceptions. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.The term "

Title Review. Seller Promptly after the Effective Date, the Parties shall order from Title Company, at Seller’s expense, a current ALTA 2006 form of title insurance commitment (the “Commitment”) for the Property, which shall include legible copies of all rights, easements, encumbrances, including, without limitation, all exceptions listed in Schedule B-2, and copies of which shall be obligated delivered to clear any Seller and all encumbrances Buyer. Buyer may, in Xxxxx’s sole discretion and at Xxxxx’s sole cost and expense, elect to order a current ALTA/ASCM survey of the Property satisfying Buyer’s customary survey requirements and satisfactory to Title Company so as to allow Title Company to issue an ALTA extended coverage owner’s policy of title insurance if Buyer elects such coverage (the “Survey”). The Commitment shall show the status of an ascertainable monetary amount title to the Property as of the date of the Commitment and shall be accompanied by legible copies of all documents referred to in the Commitment. Buyer may review the Commitment, legible copies of all exception items shown in the Commitment and the Survey, and provide Seller with written notice of any unacceptable title and/or survey matters (“Seller LiensDisapproved Matter”) on or before the expiration of the Investigation Period. If, prior to Closing, Title Company issues a supplement or amendment to the Commitment (an “Amended Commitment”), which SellerBuyer shall have ten (10) days from the date of Buyer’s Liens Seller shall cause to be satisfied and or released at receipt of the Amended Commitment, or prior to Closing Closing, (with Seller having the right as applicable, “Supplemental Review Period”) in which to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) of dissatisfaction as to any additional Disapproved Matters. If Buyer gives timely notice of any Disapproved Matter, then Buyer may, by giving notice to Seller of within the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shallInvestigation Period or Supplemental Review Period, within five (5) business days from receipt of Purchaser’s Title Noticeas applicable, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement Agreement, in which event case the entire Xxxxxxx Money Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofBuyer, or (iib) provisionally accept the condition title subject to Seller’s removal of the Disapproved Matters, in which case Seller will use commercially reasonable efforts, at Seller’s expense, to remove the Disapproved Matters or obtain title insurance endorsements satisfactory to Buyer against such Disapproved Matters before the Property Closing. If Seller cannot remove such Disapproved Matters before the Closing, then, at Buyer’s election, the entire Xxxxxxx Money Deposit will be returned to Buyer and this Agreement will be cancelled, or Buyer may waive such objections and the transaction will close as it then is, without diminution scheduled. If Buyer does not object to a title or survey matter disclosed in the Commitment or the Survey before the expiration of the Purchase Price. If Purchaser fails to elect (i) aboveInvestigation Period or the Supplemental Review Period, then Purchaser as applicable, such matter shall be deemed to have elected (ii) above. Encumbrances been approved by Buyer and defects all of such matters, along with all exceptions to title that are not included set forth in Purchaser’s Title Objections the Commitment or Amended Commitment and those Title Objections that are accepted the Survey to which Buyer objects, but subsequently waives such objection, or which objection is cured by Seller pursuant to this subsection Section, shall be deemed to be the “Permitted Encumbrances. Notwithstanding anything herein Exceptions.” Seller shall cause all mortgage and other monetary and financing liens encumbering the Property to the contrary, Seller’s Liens be removed at or before Closing and such liens shall not be deemed constitute Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. During the Feasibility Period, Buyer shall review title to the Land as disclosed by the Commitment and the Survey. All matters shown in the Commitment, the Title Documents and the Survey (if any) that are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before 5:00 p.m. local time in Los Angeles, California on June 11, 2018 (the “Title Review Period”) shall be obligated conclusively deemed to clear be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the expiration of the Title Review Period specifying Buyer’s objection to any title exception pertaining to the Land shown in the Commitment, the Title Documents or the Survey (if any) (each a “Title Objection” and all encumbrances collectively the “Title Objections”), except with respect to liens secured by deeds of title of an ascertainable monetary amount trust securing loans made to Seller, mechanics’ liens relating to work contracted for by Seller, judgment liens against Seller, and delinquent real property taxes (herein “Seller Monetary Liens”), which Seller agrees to have removed on or before the Closing Date, Seller may, but shall not be obligated to, eliminate or cure at Seller’s Liens sole cost (by title endorsement from the Title Company or otherwise), some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall cause to be satisfied and notify Buyer in writing on or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoingbefore June 13, prior to the Due Diligence Date, Purchaser shall give notice 2018 (“PurchaserSeller’s Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) to and in which case the elimination or curing by Seller of the existence of any encumbrances and defects Title Objections specified by Seller for cure or elimination in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of PurchaserSeller’s Title NoticeNotice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, notify Purchaser of those Title Objections Buyer is deemed to be notified that Seller elects not is unable or unwilling to attempt to remove eliminate or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s cure the Title Objections. In the event If Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, does not timely deliver Seller’s Title Notice or (ii) accept the condition of the title notifies or is deemed to the Property as it then ishave notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and waived those Title Objections that are accepted which Seller is unable or unwilling to eliminate or cure unless on or before the expiration of the Feasibility Period, Buyer delivers to Seller and Title Company Buyer’s Due Diligence Approval Notice terminating this Agreement pursuant to this subsection shall be deemed to be Permitted EncumbrancesSection 5(b). Notwithstanding anything herein to the contrary, Sellerif Buyer’s Liens right to terminate this Agreement pursuant to the foregoing provisions of this Section 7(c) has not expired prior thereto, it shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerexpire upon expiration of the Feasibility Period.

Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within Within five (5) business days from following the mutual execution of this Agreement, Seller shall procure and deliver, or cause the Title Company to procure and deliver, to Buyer a current preliminary title report issued by the Title Company ("Title Report") showing the state of the title of the Property, and the underlying title exceptions referenced in the Title Report. Buyer shall have until the date twenty (20) days following the Effective Date ("Title Review Period") to notify Seller, in writing, of Buyer's objection to any exceptions contained in the Title Report (hereinafter referred to as "Title Defects"). If Buyer does not approve or disapprove such Title Report in writing within such Title Review Period, then Buyer shall be deemed to have approved the Title Report and the condition set forth in this Section 5.1.1 shall be deemed satisfied. Upon receipt of Purchaser’s notification of any Title NoticeDefects by Buyer within the Title Review Period, notify Purchaser of those Title Objections that Seller elects not shall have five (5) days within which to elect, by written notice to Buyer, to attempt to remove or correct, provided that failure delete from the title to be conveyed to Buyer (in a manner reasonably acceptable to Buyer) any Title Defects objected to by Buyer. If Seller does not notify Buyer of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects its election to attempt to remove or correct cure such Title Objections(sDefects within such five (5) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticeday period, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) abovenot to attempt to cure such Title Defects. Encumbrances If Seller does not elect to attempt to cure such Title Defects, then Buyer then may elect prior to the expiration of the Feasibility Period to either waive its objections and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted proceed with the purchase of the Property pursuant to the terms of this subsection Agreement or terminate this Agreement, in which event Buyer shall be entitled to the prompt return of the First Deposit (including any interest accrued thereon) and this Agreement shall terminate. If Buyer fails to make such election prior to the expiration of the Feasibility Period, then Buyer shall be deemed to be Permitted Encumbranceshave elected to terminate this Agreement. Notwithstanding anything Anything herein to the contrarycontrary notwithstanding, Seller’s Liens Seller agrees to remove, or cause to be removed, from the condition of title of the Property on or before the close of escrow hereunder the lien(s) of any deed(s) of trust executed by Seller that encumber the Property. For purposes of this Agreement, the term "Approved Exceptions" shall mean those title exceptions applicable to the Property which are approved or deemed approved or accepted by Buyer in accordance with the terms of this Section 5.1.1. The lien(s) of any deed(s) of trust executed by Seller that encumber the Property shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerApproved Exceptions.

Title Review. 5.2.1 During the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. If Purchaser determines that any exception to title as shown in the Title Commitment and/or any matter disclosed by the Survey is objectionable and/or unacceptable to Purchaser (collectively, the “Objectionable Matters”), then Purchaser may, by giving written notice thereof to Title Company and Seller on or before expiration of the Inspection Period or ten (10) days from Purchaser’s receipt of the Title Commitment or Survey disclosing such Objectionable Matter, whichever is later, either (i) terminate this Agreement, whereupon the Exxxxxx Money shall be paid immediately to Purchaser and all documents deposited in escrow by Purchaser shall be returned to Purchaser without delay, or (ii) provisionally accept the title to the Property, subject to Seller’s agreement to cause the removal of or otherwise cure such Objectionable Matters prior to Closing. If Purchaser gives notice to Seller of its election of option (ii) above, Seller shall notify Purchaser in writing within five (5) days after receiving Purchaser’s written notice of Objectionable Matters whether Seller intends to remove (or cause Title Company to endorse over, to Purchaser’s satisfaction) or otherwise cure any such Objectionable Matters. If Seller fails to notify Purchaser of its intentions within such five (5) day period, Seller shall be obligated deemed to clear any have elected not to remove or otherwise cure such Objectionable Matters. All costs and all encumbrances of expenses to remove or otherwise cure the Objectionable Matters shall be borne by Seller. Seller shall have no obligation to cure title objections except financing liens of an ascertainable monetary amount (“Seller Liens”)created by, under or through Seller, which Seller’s Liens liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such financing liens. Notwithstanding Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Effective Date without Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (consent. The term “Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

Title Review. Buyer shall have fifteen (15) days after the date of receipt of all Title Documents (the “Title Review Period”) within which to review and approve the Title Documents. Buyer shall notify Seller shall be obligated in writing within the Title Review Period of its disapproval of any exception to clear Seller’s title to and/or encumbrances against the Property contained in or disclosed by the Title Documents. In the event Buyer fails to notify Seller in writing within the Title Review Period of any and all encumbrances such disapproval of the matters disclosed by Buyer’s review of the Title Documents, the state of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice Property shall be deemed approved, and the right of termination provided below in this Section 2.2 shall automatically terminate. In the event Buyer does so notify Seller of its objection to mean that the state of title to the Property, Seller shall remove have fifteen (15) days from the receipt of Buyer’s notice of disapproval to determine whether it is desirable or correct all of Purchaserfeasible, in Seller’s Title Objectionsdiscretion, to have the disapproved items removed or modified to Buyer’s satisfaction. In the event Seller elects to attempt does not notify Buyer within said fifteen (15) day period that it intends to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objectionsmodify such disapproved items, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Seller shall be deemed to have elected irrevocably agreed to remove or modify (iias the case may be) above. Encumbrances such disapproved items and defects to title that are not included this Agreement shall continue in Purchaser’s Title Objections force and those Title Objections that are accepted pursuant to this subsection effect and Seller shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein remove or modify the disapproved items on or prior to the contraryClosing Date. If Seller does notify Buyer within such ten (10) day period that it intends to remove or modify such disapproved items, Seller’s Liens then this Agreement shall not be deemed Permitted Encumbrances. Recording fees for recording documents continue in full force and effect and Seller shall remove or modify the disapproved items on or prior to discharge Title Objections and Seller’s Liens shall be borne by Sellerthe Closing Date.

Title Review. Buyer shall be responsible for obtaining a preliminary title report for the Property, together with copies of all written instruments creating the exceptions specified therein, and a plat map, if requested by Buyer, plotting all easements specified therein (collectively, the “Title Report”). Buyer shall notify Seller in writing (“Buyer’s Objection Notice”) by the close of the Due Diligence Period of any objections Buyer may have to the title exceptions contained in the Preliminary Title Report. Buyer’s failure to provide Seller with a Buyer’s Objection Notice within said period shall constitute Buyer’s approval of all exceptions to title shown on the Preliminary Title Report. Seller shall be obligated have a period of five (5) business days after receipt of Buyer’s Objection Notice in which to clear any and all encumbrances of title of an ascertainable monetary amount deliver written notice to Buyer (“Seller Liens”), which Seller’s Liens Seller shall cause Notice”) of Seller’s election to be satisfied and either (i) agree to remove or released at or prior to Closing (with Seller having cure the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, objectionable items prior to the Due Diligence DateClose of Escrow, Purchaser or (ii) decline to remove or cure any such title exceptions and terminate Escrow and this Agreement. If Seller notifies Buyer of its election to terminate Escrow rather than remove and cure the objectionable items, Buyer shall give have the right, by written notice (“Purchaser’s Title Notice”) delivered to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Sellerafter Buyer’s receipt of PurchaserSeller’s Title Notice, Seller has not arranged for removal or correction of said Title Objectionsto agree to accept the Property subject to the objectionable items, then Purchaser shall either (i) terminate this Agreement in which event Seller’s election to terminate the Deposit Escrow shall be returned of no effect, and Buyer shall take title at the Close of Escrow subject to Purchaser and the parties hereto shall have no further rights such objectionable items without any adjustment to or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of credit against the Purchase Price. If Purchaser fails Upon the issuance of any amendment or supplement to elect (i) abovethe Title Report which adds additional exceptions, then Purchaser or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be deemed limited to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.ten

Title Review. Seller shall be obligated to clear any During the Title and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateSurvey Review Period, Purchaser shall give notice (“Purchaser’s review title to the Properties as disclosed by the Title Notice”) to Seller Commitments and the Surveys, Purchaser has until the end of the existence of any encumbrances Title and defects in title Survey Review Period to which Purchaser objects notify Seller and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt Escrow Agent of Purchaser’s election (in its sole and absolute discretion) to either (A) approve all matters affecting title to the Property contained in or disclosed by the Title Notice, notify Purchaser of those Commitments and/or the Surveys (and any update thereto) that the Title Objections that Seller elects Company has not to attempt agreed to remove or correctfrom the Title Commitment as of the end of the Title and Survey Review Period (collectively, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s the “Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(sMatters”) and by the later of the Due Diligence Date proceed to Closing, or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (iB) terminate this Agreement in which event the Deposit Xxxxxxx Money shall be returned to Purchaser and the parties hereto Purchaser. Sellers shall have no further rights or obligations hereunder, obligation to cure any title objections except for rights any exceptions or encumbrances to title which are voluntarily created by, under or through Sellers after the Effective Date without Purchaser’s consent (If requested, such consent shall not be unreasonably withheld, conditioned or delayed), and obligations whichgiven the Special Conditions identified in Section 13 of this Agreement, by their terms, survive the termination hereofSellers shall have no obligation to cure, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed cause to be Permitted Encumbrances. Notwithstanding anything herein released, any financing liens whether caused by Sellers or a third party, and the failure of Sellers to the contrary, Seller’s Liens cause any such financing liens to be released shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens constitute a Sellers’ default under this Agreement; provided, however, it is understood that obtaining a release of all liens securing the GE Capital Loan (as defined below) pursuant to the provisions of Section 13 shall be borne by Sellera condition precedent to closing in favor of Purchaser. The term “Permitted Exceptions” shall mean: the specific exceptions (including standard exceptions that are part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review period, including all Title Matters, and that Seller is not required to remove as provided above; matters created by, through or under Purchaser or matters which do not materially and deleteriously affect Purchaser’s contemplated use of the Property; items shown on the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and payable; rights of tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing and all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property. If after the expiration of the Title and Survey Review Period, the Title Company issues a supplemental report that identifies any additional title encumbrances that are not related to, or disclosed by, the issuance of a new or updated survey, Purchaser shall have until the earlier of five (5) days after receipt of the supplemental report or the expiration of the Inspection Period to either accept such additional title encumbrances as Permitted Exceptions or terminate this Agreement.

Title Review. 3.5.1. Immediately upon the opening of Escrow, Seller shall be obligated order a preliminary title report from Escrow Agent showing Escrow Agent’s willingness to clear any and all encumbrances issue a standard ALTA owner’s form of title insurance policy on the Property in the amount of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for Price, and showing all exceptions to such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances policy (“Title ObjectionsReport”). Seller shall; at the time of ordering the Title Report, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objectionsinstruct Escrow Agent to promptly furnish a copy thereof to Buyer. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is Buyer shall have thirty (30) business days following after receipt of the Title Report within which to notify Seller in writing (“Notice of Disapproved Title Matters”) of Buyer’s disapproval of (also referred to herein as “objection to”) any matter disclosed by the Title Report (“Disapproved Title Matter”), with such notice indicating in reasonable detail the nature of the disapproved matter. Within seven (7) days after delivery of the Notice of Disapproved Title Matters, Seller shall notify Buyer in writing (“Seller’s receipt Response to Notice of PurchaserDisapproved Title Matters”) whether Seller will or will not cure any Disapproved Title Matter prior to the Closing Date, with such notice indicating in reasonable detail the manner in which Seller will cure any Disapproved Title Matter that Seller elects to cure. If Seller does not deliver Seller’s Response to Notice of Disapproved Title NoticeMatters within the time period authorized for such notice, or delivers such notice but does not address each Disapproved Title Matter or part thereof, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) abovenot to cure the Disapproved Title Matters or the unaddressed part thereof. Encumbrances and defects to title that are not included If Buyer delivers the Approval Notice authorized in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Agreement, Buyer shall be deemed to have waived objection to each and every Disapproved Title Matter and shall be Permitted Encumbrances. Notwithstanding anything herein deemed to have agreed to accept title subject thereto without reduction in the contrary, Seller’s Liens Purchase Price; provided that Buyer shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge have waived objection to, and shall not be deemed to have agreed to accept title subject to, any Disapproved Title Objections Matter that Seller has elected to cure in the manner stated in writing by Seller and Seller’s Liens shall be borne accepted in writing by SellerBuyer.

Title Review. Within fourteen (14) calendar days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a copy of a preliminary title commitment for a standard ALTA owner’s policy of title insurance on the Property showing the Buyer as the proposed owner issued by the Title Company, along with copies of all documents listed as exceptions in the commitment (the “Title Report”). Within ten (10) Business Days following receipt of the Title Report, Buyer shall advise Seller in writing (“Buyer’s Title Defect Notice”) of any liens, encumbrances or other defects or exceptions in or to title to the Property reflected in the Title Report, subject to which Buyer is unwilling to accept title (collectively, the “Title Defect(s)”); provided, Buyer shall be deemed to have accepted all conditions and exceptions to title listed in the Title Report that are not specified in Buyer’s Title Defect Notice. If Buyer does not provide Xxxxx’s Title Defect Notice to Seller prior to the expiration of such ten (10)- Business Day period, Buyer shall be deemed to have determined that the Title Report is satisfactory to Buyer. Seller shall have seven (7) calendar days after receiving Buyer’s Title Defect Notice to (i) cure the Title Defect, (ii) provide Buyer with reasonable assurances of the manner in which the Title Defect will be cured before the Closing, or (iii) provide Buyer with written notice that Seller will not cure the Title Defect prior to the Closing; provided, if Seller does not provide Buyer with such written notice prior to the expiration of such seven (7)-day period, Seller shall be deemed to have declined to cure the Title Defect. Under no circumstances whatsoever, shall Seller be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and remove or released at or prior to Closing (with Seller having the right to apply the Purchase Price or cure a portion thereof for such purpose)Title Defect. Notwithstanding the foregoing, Seller shall, on or before the Closing Date, eliminate all monetary liens and exceptions created by Seller that appear on or affect title to the Property, except for current taxes, which shall be prorated as provided below. If Seller declines or is deemed to have declined to cure the Title Defect, or is thereafter prior to the Due Diligence DateClosing unable to cure the Title Defect(s) after electing to do so or providing assurances, Purchaser shall give then, if Buyer and Seller are unable to negotiate a mutually acceptable reduction in the Purchase Price prior to the Closing, Buyer may elect, as its sole remedy, by written notice (“Purchaser’s Title Notice”) to Seller of prior to the existence of any encumbrances and defects Closing to terminate this Agreement, in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice case Buyer shall be deemed entitled to mean that Seller shall remove or correct all a return of Purchaser’s Title Objectionsits Xxxxxxx Money Deposit. In the event Seller elects to attempt to remove correct all or correct Title Objections(s) and by the later some of the Due Diligence Date or Title Defects, Seller, in its sole discretion, may extend the date which is Closing for up to thirty (30) business calendar days following Seller’s receipt of Purchaser’s in the aggregate in order to eliminate such Title Notice, Seller has not arranged for removal or correction of said Defects. The title exceptions in the Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title Report that are not included in Purchaser’s Title Objections and those Title Objections that objected to or accepted by Buyer are accepted pursuant herein referred to this subsection shall be deemed to be as the “Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.”

Title Review. Seller During the Title and Survey Review Period, Buyer shall be obligated review title to clear any the Real Property as disclosed by the Commitment, the Title Documents and all encumbrances the Survey. All matters shown in the Commitment, the Title Documents and the Survey which are not objected to by Buyer by delivery of title of an ascertainable monetary amount written notice thereof (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“PurchaserBuyer’s Title Objection Notice”) to Seller Sellers on or before the end of the existence Title and Survey Review Period shall be conclusively deemed to be accepted by Buyer. If Buyer timely delivers to Sellers Buyer’s Title Objection Notice prior to the end of the Title and Survey Review Period specifying Buyer’s objection to any encumbrances title exception pertaining to the Real Property shown in the Commitment, the Title Documents and defects in title to which Purchaser objects the Survey (each a “Title Objection” and that are not Permitted Encumbrances (collectively the “Title Objections”). Seller shall, Sellers may, at their option, exercisable in their sole discretion, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Sellers are able and willing to eliminate or cure some or all of such Title Objections, Sellers shall deliver to Buyer, within five three (53) business days from receipt after the end of Purchaser’s the Title and Survey Review Period (“Sellers’ Notice Period”) written notice (“Sellers’ Title Notice, notify Purchaser ”) of those Title Objections that Seller elects Sellers intend to eliminate or cure, in which case the elimination or curing by Sellers of the Title Objections specified by Sellers for cure or elimination in Sellers’ Title Notice shall constitute an additional covenant of Sellers and be a condition to Buyer’s obligation to consummate the transaction contemplated hereunder. If Sellers do not deliver Sellers’ Title Notice to attempt to remove or correctBuyer within Sellers’ Notice Period, provided that failure of Seller to give said notice shall be Buyer is deemed to mean be notified that Seller shall remove Sellers are unable or correct all of Purchaser’s unwilling to eliminate or cure the Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either If Sellers (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, do not timely deliver Sellers’ Title Notice or (ii) accept the condition of the title notify or are deemed to the Property as it then ishave notified Buyer that Sellers are unable or unwilling to cure any particular Title Objection, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser Buyer shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and waived those Title Objections that which Sellers are accepted unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer delivers to Sellers and Escrow Agent Buyer’s Due Diligence Termination Notice terminating this Agreement pursuant to this subsection shall be deemed to be Permitted EncumbrancesSection 4.3. Notwithstanding anything herein the foregoing provisions of this Section 5.3 to the contrary: (A) if Buyer’s termination right pursuant to the foregoing provisions of this Section 5.3 has not expired prior thereto, Sellerit shall expire upon expiration of the Inspection Period; and (B) subject to Buyer’s Liens shall not full performance under this Agreement, Sellers do agree to deliver title to the Real Property at Closing free and clear of (1) delinquent real property taxes, (2) mechanics’ liens and deeds of trust actually recorded against the Real Property that were created by, under or through Sellers, and (3) all matters which Sellers have agreed to eliminate or cure in Sellers’ Title Notice; provided, however, that Sellers’ obligation to deliver title to the Real Property at Closing free and clear of mechanics’ liens recorded against the Real Property that were created by, under or through Sellers and which mechanics’ liens Sellers are actively contesting in good faith, may be deemed Permitted Encumbrances. Recording fees satisfied by Sellers’ bonding around such mechanics’ liens or taking such other actions or delivering such instruments as will permit the Title Company to issue the Title Policy without exception for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellersuch mechanics’ liens.

Title Review. Seller shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, If not already delivered prior to the Due Diligence Agreement Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) days after the Agreement Date, Seller will cause to be issued and delivered to Buyer a preliminary title report for the Property, together with all documents evidencing exceptions to title referred to therein issued by the Title Company (collectively, the "Title Report"). Any exceptions shown on the Title Report which were not listed on Exhibit H to the Lease Termination Agreement are referred to herein as the "New Exceptions". Buyer shall have until 5:00 p.m. (Pacific Time) on the date which is fifteen (15) business days from prior to the Approval Date to either approve or disapprove of any New Exceptions, or to notify Seller in writing, specifying those New Exceptions to which Buyer objects ("Title Objection Notice"). Seller shall have a period of three (3) business days after Seller's receipt of Purchaser’s the Title Objection Notice (a) to remove, or agree to remove prior to the Closing, some or all of those New Exceptions to which Buyer has objected in the Title Objection Notice, notify Purchaser and to inform Buyer of the same, or (b) to advise Buyer, in writing, that Seller will not agree to remove some or all of the New Exceptions to which Buyer has objected in the Title Objection Notice; the foregoing election by Seller being at Seller's sole option and discretion ("Title Response Notice"). If Seller fails to timely deliver to Buyer the Title Response Notice, it shall be conclusively deemed that Seller has elected not to remove any of those New Exceptions to which Buyer has objected as specified in the Title Objections Objection Notice. If Seller advises Buyer in its Title Response Notice that it will not remove or agree to remove some or all of those New Exceptions to which Buyer has objected in the Title Objection Notice (or Seller is deemed to have so advised Buyer), then Buyer shall have until 5:00 p.m. (Pacific Time) on the Approval Date to advise Seller, in writing, whether Buyer elects not to attempt waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. Failure by Seller to remove or correct, provided that failure of Seller to give said notice inform Buyer that Seller has or has not removed those specified New Exceptions which Seller has expressly agreed to remove in the Title Response Notice on or before the business day prior to the Closing Date shall be deemed to mean that Seller shall remove or correct all be a failure of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticethis condition, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Agreement shall terminate, the Deposit shall be returned to Purchaser Buyer, and the parties hereto shall have no further rights or obligations hereunder, hereunder except for rights Buyer's surviving obligations and obligations whichSeller's surviving obligations, by their termsunless Buyer withdraws its objections in writing. Notwithstanding the foregoing, survive the termination hereof, on or (ii) accept the condition of the title prior to Closing Seller shall remove or cause to be removed those certain monetary liens or encumbrances affecting the Property as it then is, without diminution of the Purchase Price. If Purchaser fails which Seller has created or expressly permitted to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances exist other than current taxes and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerassessments.

Title Review. Seller Commencing from the Effective Date and continuing until the expiration of the Title Review Period, Buyer shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply approve or disapprove the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior condition of title to the Due Diligence DateReal Property. On or before the expiration of the Title Review Period, Purchaser Buyer shall give deliver to Seller, the Title Company and Escrow Holder written notice (“PurchaserBuyer’s Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report, the Title Documents and any Existing Survey. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or before the expiration of the existence Title Review Period shall be deemed to constitute Buyer’s approval of any encumbrances and defects in the condition of title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”)the Real Property. If Buyer provides timely objections, Seller shall, within shall have five (5) business days from after receipt of PurchaserBuyer’s Title Notice, notify Purchaser of those Notice (the “Title Objections that Seller elects not Cure Period”) in which to cure or attempt to remove or correctcure Buyer’s objections; provided, provided that failure of Seller to give said notice shall be deemed to mean however, that Seller shall remove not have any obligation to cure or correct attempt to cure any of Buyer’s objections. If Buyer provides timely objections and all of PurchaserBuyer’s objections are not cured (or agreed to be cured by Seller prior to the Close of Escrow) within the Title Objections. In Cure Period for any reason, then, within three (3) days after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period, Buyer shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement in by giving a termination notice to Seller, at which event time Buyer shall immediately return all Property Information to Seller and Escrow Holder shall return the Initial Deposit shall be returned to Purchaser Buyer and the parties hereto shall have no further rights rights, liabilities, or obligations hereunder, except for rights and obligations which, by their terms, under this Agreement (other than those that expressly survive the termination hereof, termination); or (iib) accept waive the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall uncured objections and thereby be deemed to have elected (ii) above. Encumbrances approved the Buyer’s title as shown in the Title Report, the Title Documents, and defects the updated survey, if any, with respect to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellersuch previously uncured objections.

Title Review. Purchaser shall have a period of twenty (20) days from the date on which it obtains the last of the Title Commitment and the Survey in which to review the state of Seller’s title to the Land (the “Title Review Period”). If the Survey or Title Commitment reflects or discloses any defect, exception, or other matter affecting the Land (individually, “Title Defect” and collectively, “Title Defects”) that is unacceptable to Purchaser for any reason whatsoever, then prior to the expiration of the Title Review Period, Purchaser shall provide Seller with written notice of its objections, and Seller shall be obligated to clear any and all encumbrances have ten (10) days (the “Cure Period”) from the date of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens receipt of such notice to remove or cure any Title Defects to the satisfaction of Purchaser. Seller shall cause use its best efforts to remove or cure the Title Defects to Purchaser’s satisfaction, but shall not be satisfied and required to incur any costs to do so. If Seller cannot cure any or released at or prior to Closing (with all of the Title Defects within the Cure Period, Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoingshall notify Purchaser in writing, prior to the Due Diligence Dateexpiration of the Cure Period, Purchaser shall give notice specifying Seller’s failure, refusal, or agreement to cure each of the Title Defects (the “Purchaser’s Title Cure Notice”), and Purchaser may on or before ten (10) to Seller days after receipt of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances Cure Notice (The “Title ObjectionsDefect Review Period”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event Contract by written notice to the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereofSeller, or (ii) accept elect in writing to waive any uncured Title Defect which Seller has not agreed in the condition of the title Cure Notice to the Property as it then is, without diminution of the Purchase Pricecure at or prior to Closing. If Purchaser fails to elect terminate the Contract prior to expiration of the Defect Review Period, then any Title Defect (i) abovethat Seller has failed to cure prior to the expiration of the Cure Period and has not agreed in the Cure Notice to cure or cause to be cured by Closing, then Purchaser and (ii) that is set forth on Schedule B of the Title Commitment shall be deemed waived by Purchaser. In the event Seller fails to provide Purchaser with the Cure Notice prior to the expiration of the Cure Period, Purchaser shall have elected the right, at any time after the expiration of the Cure Period, to either (i) terminate this Contract by written notice to Seller; or (ii) aboveelect in writing to waive any uncured Title Defects. Encumbrances Any exceptions to Seller’s title (i) (a) to which Purchaser has not objected or (b) which have been waived or deemed waived by Purchaser, and defects (ii) which are shown on Schedule B of the Title Commitment shall be “Permitted Exceptions”. In no event shall any matter or instrument which affects the Land become a Permitted Exception until Purchaser has (i) been advised in writing of the existence of such matter or instrument, (ii) received a legible copy of the instrument, if any, creating such exception, and (iii) failed to title that are not included in object to said exception within ten (10) days following Purchaser’s Title Objections receipt of written notification of the existence of such exception and those Title Objections that are accepted pursuant to the instrument creating such exception. If Purchaser terminates this subsection Contract as provided for herein, then the Xxxxxxx Money shall be deemed returned immediately to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens Purchaser and neither Seller nor Purchaser shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerhave any further right or obligation hereunder.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having have the right to apply object to: (i) any matters set forth in the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior Commitment deemed unacceptable to the Due Diligence Date, Purchaser shall give notice (“in Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances sole discretion (“Title Objections”) and (ii) any matters disclosed by the Survey that are unacceptable to Purchaser in Purchaser’s sole discretion (“Survey Objections”), provided that Purchaser delivers written notice of any Title Objections or Survey Objections on or before 5:00 p.m. Hawaii Time on the date that is ten (10) days prior to the expiration of the Due Diligence Period; otherwise any such objections shall be deemed to be waived. If Purchaser delivers in a timely manner written notice of any valid Title Objections and/or Survey Objections (collectively, “Objections”), then Seller shall, shall within five (5) business days from following receipt of Purchaser’s Title Notice, any Objections from Purchaser notify Purchaser of those Title in writing (“Seller’s Response”) whether Seller elects, to: (i) cure any such Objections that Seller elects on or prior to the Closing Date, or (ii) not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title cure any such Objections. In the event Seller fails to deliver Seller’s Response to Purchaser within such five (5) day period, Seller shall be deemed to have elected not to cure any of Purchaser’s Objections. If Seller’s Response states that Seller elects not to attempt cure any of Purchaser’s Objections on or prior to remove Closing, or correct Title Objections(s) and by if Seller is deemed to have elected not to cure any of Purchaser’s Objections as set forth above, then, prior to the later expiration of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title NoticePeriod, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either elect to either: (ix) terminate this Agreement Agreement, whereupon Escrow Agent shall promptly deliver the Deposit to Purchaser, or (y) waive the Objections and proceed to purchase the Property with such condition of title as Seller is able to convey and/or subject to the Objections, without a reduction of the Purchase Price therefor, in which event the Deposit items objected to which were not cured shall be returned deemed to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title be acceptable to the Property as it then is, without diminution of the Purchase PricePurchaser. If Purchaser fails to elect (i) abovetimely make such election, then Purchaser shall be deemed to have elected to purchase the Property pursuant to the foregoing clause (y). If any supplement to the Commitment or Survey identifies any new matter of title or survey affecting the Property arising subsequent to the date of the Commitment and the Survey Purchaser shall have the right to make supplemental objections to all such matters by giving written notice to seller within five (5) days following Purchaser’s receipt of such supplement (a “Supplemental Objection”). If Purchaser delivers in a timely manner written notice of any valid Supplemental Objections, then Seller shall within two (2) days following receipt of any Supplemental Objections from Purchaser deliver to Purchaser Seller’s Response, i.e., whether Seller elects, to: (i) cure any such Supplemental Objections on or prior to the Closing Date, or (ii) abovenot to cure any such Supplemental Objections. Encumbrances and defects In the event Seller fails to title that are not included in Purchaserdeliver Seller’s Title Objections and those Title Objections that are accepted pursuant Response to this subsection Purchaser within such two (2) day period, Seller shall be deemed to be Permitted Encumbranceshave elected not to cure any of Supplemental Objections. Notwithstanding anything herein In such event, Purchaser’s right to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens terminate shall be borne by Selleras set forth above in this Agreement.

Title Review. Seller shall be obligated to clear any During the period beginning on the Effective Date and all encumbrances of title of an ascertainable monetary amount ending at 5:00 p.m., Los Angeles time, on the nineteenth (19th) day following the Effective Date (the “Seller LiensTitle Review Period”), Buyer shall review title to the Real Property as disclosed by the PTR and the Survey (if any). All matters shown in the PTR, the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title Review Period shall be conclusively deemed to be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title Review Period specifying Buyer’s objection to any title exception pertaining to the Real Property shown in the PTR, the Title Documents and the Survey (if any) (each a “Title Objection” and collectively the “Title Objections”), Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller desires to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within five (5) days after the end of the Title Review Period (“Seller’s Liens Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice on or before the Closing Date shall be a condition to Buyer’s obligation to proceed to the Closing. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. If Seller (i) does not timely deliver Seller’s Title Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer terminates this Agreement pursuant to Section 6.1. Notwithstanding anything herein to the contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions has not expired prior thereto, it shall expire upon expiration of the Inspection Period. Notwithstanding the foregoing provisions of this Section 7.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Real Property at Closing free and clear of deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.

Title Review. As soon as practicable following the execution of this Agreement but in no event later than fifteen (15) days after the date of this Agreement, Seller shall be obligated provide Purchaser with a current ALTA survey of the Property, certified to clear any Purchaser and all encumbrances the Title Company in a form reasonably required by Buyer (the "Survey"). As soon as practicable following the execution of title this Agreement but in no event later than ten (10) days after the date of an ascertainable monetary amount (“Seller Liens”)this Agreement, which Seller’s Liens Seller shall cause the Title Company to be satisfied and or released at or prior provide to Closing Purchaser a current preliminary title report with respect to the Property (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose"PTR"). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or have until the date which that is thirty (30) business days following Seller’s receipt of Purchaser’s after the date hereof (the "Review Period") to examine the PTR and the Survey. Purchaser shall give a written notice to Seller (the "Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i") terminate this Agreement in which event before the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition end of the title to Review Period, either stating that Purchaser has approved the Property as it then is, without diminution of matters disclosed in the Purchase PricePTR and Survey or identifying those matters in the PTR and/or Survey which Purchaser finds objectionable (the "Objectionable Matters"). If Purchaser fails to give a timely Title Notice, it shall be deemed to have given a Title Notice on the last day of the Review Period stating that all matters set forth in the PTR and Survey are Permitted Exceptions. Seller may elect to attempt to cure or remove any Objectionable Matter by giving Purchaser notice of such election within ten (i10) abovedays following the Title Notice, but shall be under no obligation to do so (except with respect to liens securing the obligation to repay borrowed money). If Seller delivers a notice electing to cure or remove each Objectionable Matter on or before the tenth (10th) day following the Title Notice (whether or not Seller shall have made a timely election to attempt to cure), then Seller shall be deemed to have covenanted to Purchaser to remove each Objectionable Matter on or prior to the Closing Date. If Seller fails to deliver a notice electing to cure or remove each Objectionable Matter on or before the tenth (10th) day following the Title Notice, then Seller shall be deemed to have elected to refuse to cure such Objectionable Matters. In the event Seller elects not to cure such Objectionable Matters, or elects to cure such Objectionable Matters and fails or refuses to cure said Objectionable Matters, Purchaser shall have the option, which must be exercised within ten (10) days of the earlier to occur of (i) Purchaser's receipt of Seller's response or deemed response, or (ii) above. Encumbrances Closing, (a) to waive Purchaser's objections and defects to title that are not included purchase the Property as otherwise contemplated in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Agreement, notwithstanding such Objectionable Matters, in which event the Objectionable Matters shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein Exceptions; provided, however, that Seller shall remain obligated to remove all monetary encumbrances (other than liens securing the contraryobligation to repay borrowed money) affecting the Property or any portion thereof prior to Closing, Seller’s Liens and Seller agrees that no monetary encumbrances (other than liens securing the obligation to repay borrowed money) shall not be deemed to be Permitted Encumbrances. Recording fees for recording documents Exceptions, or (b) to discharge Title Objections terminate this Agreement by written notice to Seller and Seller’s Liens Escrow Company, whereupon any and all rights and obligations of Purchaser and Seller hereunder shall be borne terminate (other than any such obligations which, by Sellertheir express terms, survive any termination of this Agreement) and within five (5) days after Purchaser has provided notice to Escrow Company, Escrow Company shall deliver to Purchaser the Deposits, together with interest thereon.

Title Review. Within fourteen (14) calendar days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a copy of a preliminary title commitment for a standard ALTA owner’s policy of title insurance on the Property showing the Buyer as the proposed owner issued by the Title Company, along with copies of all documents listed as exceptions in the commitment (the “Title Report”). Within ten (10) Business Days following receipt of the Title Report, Buyer shall advise Seller in writing (“Buyer’s Title Defect Notice”) of any liens, encumbrances or other defects or exceptions in or to title to the Property reflected in the Title Report, subject to which Buyer is unwilling to accept title (collectively, the “Title Defect(s)”); provided, Buyer shall be deemed to have accepted all conditions and exceptions to title listed in the Title Report that are not specified in Buyer’s Title Defect Notice. If Buyer does not provide Buyer’s Title Defect Notice to Seller prior to the expiration of such ten (10)- Business Day period, Buyer shall be deemed to have determined that the Title Report is satisfactory to Buyer. Seller shall have seven (7) calendar days after receiving Buyer’s Title Defect Notice to (i) cure the Title Defect, (ii) provide Buyer with reasonable assurances of the manner in which the Title Defect will be cured before the Closing, or (iii) provide Buyer with written notice that Seller will not cure the Title Defect prior to the Closing; provided, if Seller does not provide Buyer with such written notice prior to the expiration of such seven (7)-day period, Seller shall be deemed to have declined to cure the Title Defect. Under no circumstances whatsoever, shall Seller be obligated to clear any and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and remove or released at or prior to Closing (with Seller having the right to apply the Purchase Price or cure a portion thereof for such purpose)Title Defect. Notwithstanding the foregoing, Seller shall, on or before the Closing Date, eliminate all monetary liens and exceptions created by Seller that appear on or affect title to the Property, except for current taxes, which shall be prorated as provided below. If Seller declines or is deemed to have declined to cure the Title Defect, or is thereafter prior to the Due Diligence DateClosing unable to cure the Title Defect(s) after electing to do so or providing assurances, Purchaser shall give then, if Buyer and Seller are unable to negotiate a mutually acceptable reduction in the Purchase Price prior to the Closing, Buyer may elect, as its sole remedy, by written notice (“Purchaser’s Title Notice”) to Seller of prior to the existence of any encumbrances and defects Closing to terminate this Agreement, in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice case Buyer shall be deemed entitled to mean that Seller shall remove or correct all a return of Purchaser’s Title Objectionsits Xxxxxxx Money Deposit. In the event Seller elects to attempt to remove correct all or correct Title Objections(s) and by the later some of the Due Diligence Date or Title Defects, Seller, in its sole discretion, may extend the date which is Closing for up to thirty (30) business calendar days following Seller’s receipt of Purchaser’s in the aggregate in order to eliminate such Title Notice, Seller has not arranged for removal or correction of said Defects. The title exceptions in the Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title Report that are not included in Purchaser’s Title Objections and those Title Objections that objected to or accepted by Buyer are accepted pursuant herein referred to this subsection shall be deemed to be as the “Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.”

Title Review. At any time during the Title and Survey Review Period, Purchaser may object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Exceptions”; if no such objection notice is given during the Title and Survey Review Period, except as otherwise provided below, all matters reflected by the Survey and Title Commitment shall be “Permitted Exceptions”. If, between the end of the Title and Survey Review Period and Closing, Purchaser receives notice of additional liens, encumbrances or other matters not reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, Purchaser may submit a revised list adding additional Non-Permitted Exceptions. Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around all Non-Permitted Exceptions and give Purchaser written notice thereof within five Business Days after the Title and Survey Review Period expires or, if applicable, after delivery of any revised list; provided, however, Seller, at its sole cost and expense, shall be obligated to clear any cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other monetary liens against the Property (other than liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto during the Inspection Period, and all encumbrances such matters shall be deemed Non-Permitted Exceptions. If Seller does not timely cause all of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause the Non-Permitted Exceptions to be satisfied and removed, cured or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“otherwise omitted from Purchaser’s Title Notice”) Commitment and timely deliver written notice thereof to Seller of the existence of Purchaser, Purchaser may, at any encumbrances time and defects in title to which Purchaser objects and that are not Permitted Encumbrances at its election, (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement and recover the Xxxxxxx Money and the Pursuit Costs by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement, (b) extend the Closing Date one or more times until three Business Days after Seller has caused all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser’s Title Commitment (but in no event shall Closing be extended by more than ten days), or (c) purchase the Property subject to the Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around), in which event the Deposit shall be returned Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) subject to which Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title elects to purchase the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to thereafter be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions.

Title Review. Within ten (10) days following the Effective Date, Seller shall be obligated deliver to clear any Buyer a preliminary title report describing the Real Property, together with complete and legible copies of all encumbrances of title of an ascertainable monetary amount encumbrance documents and plats referenced therein (collectively, the “Seller LiensTitle Report”), which Seller’s Liens Seller . Buyer shall cause have until fifteen (15) business days following delivery of the Title Report to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give deliver an objection notice (the “Purchaser’s Title Objection Notice”) to Seller of setting forth any objections to any exceptions contained in the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances Title Report (collectively, the “Title ObjectionsUnacceptable Encumbrances”); provided, in the event that Buyer does not deliver the Title Objection Notice, Buyer shall be deemed to have approved the Title Report. Thereafter, Seller shallshall have ten (10) business days after receipt of such Title Objection Notice to give Buyer: (a) written notice that Seller shall remove the Unacceptable Encumbrances on or before Closing; or (b) written notice that Seller elects not to cause the Unacceptable Encumbrances to be removed. If Seller gives Buyer notice under clause (b) or fails to provide any written notice in response to Buyer’s Title Objection Notice within said ten (10) business days, within Buyer shall have five (5) business days from receipt to elect to proceed with the purchase of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove the Property or correct, provided that failure of Seller terminate this Agreement. If Buyer shall fail to give Seller written notice of its election within said notice five (5) business days, Buyer shall be deemed to mean that have elected to not proceed with the transaction contemplated hereunder. If Buyer notifies Seller shall remove in writing in a timely fashion of its election to not proceed with the transaction contemplated hereunder (or correct all of Purchaser’s Title Objections. In is deemed to have elected not to proceed with the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticetransaction), Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser Buyer and the parties hereto thereafter neither party shall have no any further rights or obligations hereunder, hereunder except for rights as expressly provided herein. If Seller gives notice under clause (a) above and obligations which, by their terms, survive fails to remove all the termination hereof, or (ii) accept the condition of the title objections prior to the Property as it then isClosing and Buyer is unwilling to accept title subject to such objections in its sole and absolute discretion, without diminution of Buyer shall have the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included rights set forth in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted EncumbrancesSection 17. Notwithstanding anything herein to the contrarycontrary contained herein, SellerSeller shall be obligated to satisfy and remove from title the following encumbrances at or before Closing: (a) any deed to secure debt or other security instrument encumbering the Property, or any portion thereof; (b) any mechanic’s Liens or materialmen’s lien not caused by the acts or omissions of Buyer; and (c) any delinquent taxes (clauses (a), (b), and (c), collectively, “Monetary Liens”) and Buyer shall not be deemed Permitted Encumbrancesobligated to object to such matters. Recording fees Upon the issuance of any amendment or supplement to the Title Report which adds additional exceptions (including (without limitation) adding additional exceptions for recording documents matters shown on any survey of the Property or any update thereto), the foregoing right of review and approval shall also apply to discharge Title Objections and Seller’s Liens such amendment or supplement (provided that the period for Buyer to review such amendment or supplement shall be borne by Sellerthe later of the expiration of the Inspection Period or five (5) business days following receipt of the amendment or supplement).

Title Review. During the Title and Survey Review Period, Buyer shall review title to the Real Property as disclosed by the PTR and the Survey. All matters shown in the PTR, the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before the end of the Title and Survey Review Period shall be obligated conclusively deemed to clear be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice prior to the end of the Title and Survey Review Period specifying Buyer’s objection to any title exception pertaining to the Real Property shown in the PTR, the Title Documents and all encumbrances of title of an ascertainable monetary amount the Survey (if any) (each a “Seller LiensTitle Objection” and collectively the “Title Objections”), which Seller may, but shall not be obligated to, eliminate or cure (by title endorsement from the Title Company or otherwise) some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within five (5) business days after the end of the Title and Survey Review Period (“Seller’s Liens Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be a condition to Buyer’s obligation to consummate the transaction contemplated hereunder. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have not waived those Title Objections which Seller is unable or unwilling to eliminate or cure unless on or before the end of the Inspection Period, Buyer delivers to Seller and Escrow Agent Buyer’s Due Diligence Approval Notice approving this Agreement pursuant to Section 4.5. Notwithstanding anything herein to the contrary, if Buyer’s right to terminate this Agreement pursuant to the foregoing provisions of this Section 5.3 has not expired prior thereto, it shall expire upon expiration of the Inspection Period. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Real Property at Closing free and clear of liens of the deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoingNotwithstanding, prior to the Due Diligence Date, Purchaser in no event shall give notice (“Purchaser’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall Buyer be deemed to mean that Seller shall remove or correct approve any mechanics’ liens (not caused by Buyer), tax liens, judgment liens, and other monetary liens and financial encumbrances which encumber the Property, other than the lien for any non-delinquent real and personal property taxes and assessments, all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned paid by Seller at or prior to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.Closing

Title Review. During the Contingency Period, Buyer shall review title to the Property as disclosed by the PTR and the Survey. All matters shown in the PTR, the Title Documents and the Survey (if any) which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Seller on or before five days prior to the expiration of the end of the Contingency Period shall be obligated conclusively deemed to clear be accepted by Buyer. If Buyer timely delivers to Seller Buyer’s Title Objection Notice specifying Buyer’s objection to any title exception pertaining to the Property shown in the PTR, the Title Documents and all encumbrances of title of an ascertainable monetary amount the Survey (if any) (each a “Seller LiensTitle Objection” and collectively the “Title Objections”), Seller may, but shall not be obligated to, eliminate or cure some or all of such Title Objections; provided, however, if Seller is able and willing to eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within 4 days of receipt of Buyer’s Title Objection (“Seller’s Notice Period”) of those Title Objections Seller intends to eliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and in which case the elimination or curing by Seller of the Title Objections specified by Seller for cure or elimination in Seller’s Title Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s Title Notice to Buyer within Seller’s Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the Title Objections. If Seller (i) does not timely deliver Seller’s Title Notice or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have elected to accept all Title Objections other than those which Seller, in Seller’s Liens Title Notice, has agreed to eliminate or cure. Buyer may also decline to deliver the Property Approval Notice prior to the expiration of the Contingency Period if Buyer objects to Seller’s Title Notice. Notwithstanding the foregoing provisions of this Section 5.3 to the contrary, Buyer and Seller acknowledge that although Seller has no obligation (unless specifically set forth in Seller’s Title Notice) to cure any title matters, subject to Buyer’s full performance under this Agreement, Seller does agree to deliver title to the Property at Closing free and clear of (x) liens of the deeds of trust and/or mortgages created by, under or through Seller, or any mechanic’s liens, financing statements, liens for delinquent taxes and delinquent assessments, which liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Notice”) to and Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt further agrees to remove any title exceptions or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects encumbrances to title that which are not included in Purchaservoluntarily created by, under or through Seller after the Effective Date without Buyer’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contraryconsent (if requested, Seller’s Liens such consent shall not be deemed Permitted Encumbrancesunreasonably withheld or delayed). Recording fees for recording documents to discharge Title Objections The current installment of property taxes and Seller’s Liens assessments shall be borne by Sellerpro-rated at Closing and Seller shall not be required to retire or repay any assessment bonds encumbering the Property.

Title Review. Seller During the Title and Survey Review Period, Purchaser shall be obligated review title to clear the Property as disclosed by the Title Commitment and the Survey, and shall notify Sellers in writing of any and all encumbrances of title matters which are unacceptable to Purchaser, in its sole discretion (the “Title Objection Notice”). Sellers shall have no obligation to cure any such title objections except for financing liens of an ascertainable monetary amount (“Seller Liens”)amount, mechanics liens and judgment liens, created by, under or through Sellers, which Seller’s Liens Seller liens Sellers shall cause to be satisfied and or released at or prior to Closing (with Seller Sellers having the right to apply the Purchase Price or a portion thereof for such purpose), and Sellers shall deliver the Property free and clear of any such liens; provided, however, that Sellers additionally shall be obligated to remove any encumbrances that arise by, through or under Sellers and that do not appear on the Title Commitment or Survey until after the expiration of the Title and Survey Review Period. Notwithstanding Sellers may notify Purchaser in writing (the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title Seller Response Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances within two (“Title Objections”). Seller shall, within five (52) business days from following Sellers’ receipt of Purchaser’s the Title Notice, notify Purchaser Objection Notice of those Title Objections which title objections Sellers agree to cure. In the event that Seller elects Sellers do not elect to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct cure all of Purchaser’s title objections or Sellers do not provide a Seller Response Notice, then Purchaser shall have the right to terminate this Agreement upon written notice to Seller (the “Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(sTermination Notice”) and by the later delivered within two (2) business day following Purchaser’s receipt of the Due Diligence Date Seller Response Notice (or the date which is thirty within two (302) business days following Seller’s receipt of the period within which Sellers were to respond should Sellers not deliver the Seller Response Notice), whereupon the Xxxxxxx Money shall be delivered to Purchaser. Sellers further agree to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Sellers after the Effective Date without Purchaser's prior written consent, which may be granted or withheld in Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser sole discretion. The term "Permitted Exceptions" shall either mean: (i) terminate this Agreement the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in which event the Deposit shall be returned Title Commitment that the Title Company has not agreed to Purchaser remove from the Title Commitment as of the end of the Title and the parties hereto shall have no further rights or obligations hereunder, except for rights Survey Review Period and obligations which, by their terms, survive the termination hereof, or that Sellers are not required to remove as provided above; (ii) accept matters created by, through or under Purchaser; (iii) items shown on the condition Survey which have not been removed as of the title to end of the Inspection Period (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property as it then is, without diminution would show); (iv) real estate taxes not yet due and payable; and (v) rights of tenants under the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances Leases and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellerrights of tenants or licensees under License Agreements.

Title Review. Seller Purchaser shall be obligated to clear any and all encumbrances have until the end of title of an ascertainable monetary amount the Review Period (“Seller Liens”the "Title Review Period"), which Seller’s Liens to give Seller shall cause a detailed notice objecting to be satisfied and any exception or released at condition contained in the Title Commitment or prior shown on the Existing Survey, or the Updated Survey, if any. If Purchaser does not give notice of any objections to Closing (with Seller having within the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateTitle Review Period, Purchaser shall give be deemed to have approved the title as shown in the Title Commitment, the title exceptions, and all matters shown on the Updated Survey. If Purchaser provides timely objections, Seller shall have five (5) days after receipt of Purchaser's notice (“the "Title Cure Period") in which to cure or attempt to cure Purchaser’s 's objections; provided, however that Seller shall not have any obligation to cure any of Purchaser's objections. Seller may bond around any mechanics' or materialmen's lien(s) and abstract(s) of judgment to the Title Notice”) to Seller Company's reasonable satisfaction. If Purchaser provides timely objections and all of the existence of any encumbrances and defects in title to which Purchaser objects and that Purchaser's objections are not Permitted Encumbrances (“cured within the Title Objections”). Seller shallCure Period for any reason, then, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In after the event Seller elects to attempt to remove or correct Title Objections(s) and by the later last day of the Due Diligence Date or the date which is thirty Title Cure Period, Purchaser shall, as its sole and exclusive remedy, waiving all other remedies, either: (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (ia) terminate this Agreement in by giving a termination notice to Seller, at which event time Escrowee shall return the Deposit shall be returned Xxxxxxx Money to Purchaser and the parties hereto shall have no further rights rights, liabilities, or obligations hereunder, except for rights and obligations which, by their terms, under this Agreement (other than those that expressly survive the termination hereof, termination); or (iib) accept waive the condition of the title uncured objections by proceeding to the Property as it then is, without diminution of the Purchase Price. If Purchaser fails to elect (i) above, then Purchaser shall Closing and thereby be deemed to have elected (ii) aboveapproved the Purchaser's title as shown in the Title Commitment, the title exception documents, and the Existing Survey and Updated Survey, if any. Encumbrances If Seller does not timely receive notice of Purchaser's election to terminate under this Section 3.3, Purchaser will be deemed to have waived the uncured objections and defects to approve the Purchaser's title as shown in the Commitment, the title exception documents, and the Updated Survey. All exceptions shown on the Title Commitment, the title exception documents, or the Updated Survey that are not included in Purchaser’s cured within the Title Objections and those Title Objections that are accepted pursuant to this subsection Cure Period shall be deemed to be the "Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by SellerExceptions".

Title Review. Seller Within thirty (30) days from the Effective Date, District shall be obligated to clear any and all encumbrances obtain a preliminary title report disclosing the condition of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)Property. Notwithstanding the foregoing, prior to During the Due Diligence DatePeriod, Purchaser DISTRICT shall give notice review a preliminary title report, together with copies of all written instruments creating the exceptions specified therein, and plat maps plotting all easements specified therein (collectively, the “Purchaser’s Preliminary Title Notice”) to Seller of the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title ObjectionsReport”). Seller shall, within five (5) business days from receipt of Purchaser’s Title Notice, DISTRICT shall notify Purchaser of those Title Objections that Seller elects not to attempt to remove CITY in writing on or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In before the event Seller elects to attempt to remove or correct Title Objections(s) and by the later expiration of the Due Diligence Date or Period of any objections DISTRICT may have to the date which is thirty title exceptions contained in the Preliminary Title Report (30“DISTRICT’s Objection Notice”) business and/or of approval of any exceptions to title shown on the Title Report (“DISTRICT’s Approval Notice”). DISTRICT’s failure to provide CITY with a DISTRICT’s Objection Notice within said period shall constitute DISTRICT’s approval of all exceptions to title shown on the Title Report. CITY shall have a period of ten (10) days following Seller’s after receipt of PurchaserDISTRICT’s Title Objection Notice in which to deliver written notice to DISTRICT (“CITY’s Notice, Seller has not arranged for removal or correction ”) of said Title Objections, then Purchaser shall CITY’s election to either (i) terminate this Agreement in which event agree to remove or cure the Deposit shall be returned objected to Purchaser and items prior to the parties hereto shall have no further rights or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereoftransfer of title, or (ii) decline to remove or cure any such title exceptions. If CITY notifies DISTRICT that CITY declines to remove or cure the objected to items, DISTRICT shall have the right, by written notice delivered to CITY within ten (10) days after DISTRICT’s receipt of CITY’s Notice, to agree to accept the condition Property subject to the objected to items and DISTRICT shall take title at the time of transfer subject to such objected to items. DISTRICT agrees to pay for the cost of the title Preliminary Title Report and any other supplemental reports, final Title Reports, or Title Policy required by DISTRICT, in its sole discretion. Upon the issuance of any amendment or supplement to the Property as it then isPreliminary Title Report which adds additional exceptions, without diminution or adds any new requirement, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that DISTRICT’s initial period of review and approval or disapproval of any such additional exceptions shall be not less than thirty (30) calendar days following DISTRICT’s and its counsel’s receipt of the Purchase Price. If Purchaser fails to elect (iinstrument(s) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Sellercreating such additional exceptions.

Title Review. Seller shall be obligated to clear any Within twenty (20) days following receipt of the Title Commitment (together with legible copies of all of the recorded documents referenced therein as exceptions) and all encumbrances of title of an ascertainable monetary amount (“Seller Liens”), which Seller’s Liens Seller shall cause to be satisfied and or released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence DateSurvey, Purchaser shall give notice (“Purchaser’s have reviewed and approved or disapproved those matters reflected on the Title Notice”) to Seller of Commitment and the existence of any encumbrances and defects in title to which Survey. In the event Purchaser objects and to any such matters, Purchaser shall advise Sellers in writing of its objections within said fifteen (15) day period; provided, however that are such objections shall not Permitted Encumbrances include those items specifically excluded in Paragraph 4. Within ten (“Title Objections”). Seller shall, within five (510) business days from of Sellers’ receipt of Purchaser’s Title Noticeobjections, Sellers shall advise Purchaser in writing as to whether it intends to correct the defects to which Purchaser has objected. If Sellers fails to notify Purchaser within said ten (10) day period or timely notifies Purchaser of those Title Objections that Seller elects not its refusal to attempt to remove correct some or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objectionssuch defects, Purchaser shall have ten (10) days following the earlier of (i) the expiration of said Sellers’ ten (10) day response period or (ii) the date Purchaser receives Sellers’ notice of refusal, to advise Sellers of its decision to close, notwithstanding the defects, or to terminate this Agreement. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Noticeany such termination, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto neither party shall have no any further rights or obligations hereunder, except for rights and obligations which, by their terms, survive other than Sellers’ obligation to return or to direct the termination hereof, or (ii) accept the condition return of Purchaser’s Xxxxxxx Money. Any approval of the Title Commitment shall be subject to Purchaser’s review of and approval of any additional title matters which may be reflected in the update to the Property as it then is, without diminution Title Commitment which Sellers shall provide to Purchaser following the completion of the Purchase PriceFacilities improvements. If Purchaser fails Any matter reflected in the Title Commitment or the Survey not objected to elect (i) above, then Purchaser in accordance with the terms hereof shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in accepted by Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.;

Title Review. Buyer shall have a period of sixty (60) days from the Effective Date (the “Title Review Period”) to perform its title review of the Premises at Buyer’s sole cost and expense and to notify the Seller shall be obligated of its objections to clear any and all encumbrances of title of an ascertainable monetary amount or liens, other than the Permitted Encumbrances as defined in Section 4.2 (“Seller LiensBuyer’s Title Objections”), which by a written notice (the “Title Objections Notice”). If Buyer has not delivered the Title Objections Notice by 5:00 p.m. on the last day of the Title Review Period, Buyer shall be deemed to have waived its objections to all matters of title, other than those first arising after the date of Buyer’s title commitment for the Premises (or if the Buyer does not obtain a title commitment, then the date of this Agreement), and shall accept title to the Premises (the “Post-Review Title Objections”), subject to such matters, at the Closing (as hereinafter defined). With respect to any Post-Review Title Objections, each of Seller and Buyer shall have the same rights and obligations under this Section 3.4 as if such Post-Review Title Objections constituted Title Objections hereunder. Within ten (10) business days after the Seller’s Liens receipt of the Title Objection Notice (“Cure Election Period”), the Seller shall notify Buyer in writing as to whether the Seller elects to use reasonable efforts to cure any or all of Buyer’s Title Objections (“Title Cure Notice”). Notwithstanding the foregoing or anything contained herein to the contrary, Seller shall cause to be satisfied and released any and all mortgages or released at or prior to Closing other encumbrances securing the payment of money, which have been recorded against the Property (with Seller having the right to apply the Purchase Price or each, a portion thereof for such purpose). Notwithstanding the foregoing, prior to the Due Diligence Date, Purchaser shall give notice (“Purchaser’s Title NoticeVoluntary Monetary Lien”) to as well as any and all delinquent real estate taxes and assessments. Reasonable efforts shall not require the expenditure of more than $20,250 by Seller (exclusive of the existence payment of any encumbrances Voluntary Monetary Liens, delinquent real estate taxes and defects in title to which Purchaser objects assessments and that are not Permitted Encumbrances reasonable attorney’s fees (the “Title ObjectionsCure Amount”). If Seller shallelects or is deemed to have elected not to cure any matter objected to in such Buyer’s Title Objections, Buyer shall elect within five (5) business days from following receipt of PurchaserSeller’s Title Cure Notice or, in the absence of such Seller’s Title Cure Notice, notify Purchaser of those Title Objections that Seller elects not to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall remove or correct all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and by the later of the Due Diligence Date or the date which is thirty five (305) business days following Seller’s receipt the expiration of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall the Cure Election Period either (i) terminate this Agreement in which event the Deposit shall be returned to Purchaser and the parties hereto shall have no further rights waive its objection or obligations hereunder, except for rights and obligations which, by their terms, survive the termination hereof, or (ii) accept the condition of the title objections to the Property as it then ismatter or matters not being cured by Seller, without diminution reduction of the Purchase Price. If Purchaser fails to elect Price in which case such matter shall become a Permitted Encumbrance (i) above, then Purchaser shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein to the contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections and Seller’s Liens shall be borne by Seller.hereinafter defined); or

Title Review. Seller shall be obligated to clear Buyer may, at any and all encumbrances time on or before the expiration of title of an ascertainable monetary amount the Inspection Period (the “Seller LiensTitle Review Period”), which Sellergive written notice of Xxxxx’s Liens Seller shall cause objection, in Buyer’s sole and absolute discretion, as to be satisfied any liens and encumbrances encumbering the Property or released at or prior to Closing (with Seller having any other matters affecting the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding the foregoing, prior title to the Due Diligence DateProperty, Purchaser shall give notice (“Purchaser’s Title Notice”) to Seller of and Escrow Agent (the existence of any encumbrances and defects in title to which Purchaser objects and that are not Permitted Encumbrances (“Title ObjectionsObjection”). Seller shallAll liens, within five (5) business days from receipt of Purchaser’s Title Notice, notify Purchaser of those Title Objections that Seller elects not encumbrances or other matters to attempt to remove or correct, provided that failure of Seller to give said notice which Buyer so objects shall be deemed to mean that Seller shall remove or correct be “Non-Permitted Exceptions.” If no Title Objection is given prior to the expiration of the Title Review Period, all of Purchaser’s Title Objections. In the event Seller elects to attempt to remove or correct Title Objections(s) and matters reflected by the later Title Commitment as exceptions shall be deemed to be “Permitted Exceptions”; provided that Buyer shall not be required to object to monetary liens or encumbrances (including any deed of trust, mortgage or similar instrument evidencing indebtedness) securing indebtedeness of Seller, installment land contracts to which Seller is a party, mechanics’ liens, materialmen’s liens or other professional service liens arising out of any work done by or on behalf of Seller, tax liens against Seller and/or judgment liens against Seller or delinquent real property taxes and assessments (collectively, “Monetary Encumbrances”), and the Due Diligence Date or the date which is thirty (30) business days following Seller’s receipt of Purchaser’s Title Notice, Seller has not arranged for removal or correction of said Title Objections, then Purchaser shall either parties agree that (i) terminate this Agreement in which event Monetary Encumbrances are Non-Permitted Exceptions, and (ii) Seller shall release the Deposit Monetary Encumbrances at Seller’s sole cost and expense no later than Closing (and Seller shall be returned use the proceeds of the sale contemplated hereby to Purchaser do so). Seller may elect to cure or remove any Non-Permitted Exceptions at Seller’s cost by giving Xxxxx and Xxxxxx Agent notice of such election within three (3) Business Days following the parties hereto shall have no further rights or obligations hereunderdate notice of the Title Objection was given, but, except for rights and obligations whichMonetary Encumbrances, by their terms, survive shall be under no obligation to do so. If Seller gives such a notice electing to cure or remove each Non-Permitted Exception on or before the termination hereof, or third (ii3rd) accept Business Day following the condition date notice of the title Title Objection was given, then Seller shall be deemed to have covenanted to Buyer to remove each Non-Permitted Exception on or prior to the Property as it then is, without diminution Closing Date. If Seller fails to give such a notice electing to cure or remove each Non-Permitted Exception on or before the third (3rd) Business Day following the date notice of the Purchase Price. If Purchaser fails to elect (i) aboveTitle Objection was given, then Purchaser Seller shall be deemed to have elected to refuse to cure such Non-Permitted Exceptions. If Seller elects or is deemed to have elected not to cure such Non-Permitted Exceptions, Buyer shall, in Buyer’s sole and absolute discretion, have the option, which must be exercised within three (3) Business Days after Seller’s notice of the election not to cure such Non-Permitted Exceptions has been given or deemed given (or if such option is not exercised within said three (3) Business Day period, Buyer shall be deemed to have elected option (ii) above. Encumbrances below), to (i) waive Buyer’s objections and defects to title that are not included purchase the Property as otherwise contemplated in Purchaser’s Title Objections and those Title Objections that are accepted pursuant to this subsection Agreement, notwithstanding such Non-Permitted Exceptions, in which event the Non-Permitted Exceptions shall be deemed to be Permitted Encumbrances. Notwithstanding anything herein Exceptions; provided, however, that Seller shall remain obligated to remove all Monetary Encumbrances affecting or purporting to affect the Property or any portion thereof prior to the contraryClosing, Seller’s Liens and Seller agrees that no such Monetary Encumbrances shall not be deemed to be Permitted Encumbrances. Recording fees for recording documents Exceptions regardless of whether they are listed on any Title Objection, or (ii) terminate this Agreement by written notice to discharge Title Objections Seller and Seller’s Liens Escrow Agent, whereupon the Xxxxxxx Money Deposit (less the Released Amount [defined below]) shall be borne returned immediately to Buyer and any and all rights and obligations of Buyer and Seller hereunder shall terminate (other than any such obligations which, by Sellertheir express terms, survive any termination of this Agreement). If Seller elects to cure such Non-Permitted Exceptions and thereafter fails or refuses to cure said Non-Permitted Exceptions, it shall be deemed to be an Event of Default by Seller and Buyer shall have the right to proceed with its rights and remedies in Section 14.2. If, prior to Closing, Escrow Agent issues a supplemental or amended Title Commitment showing additional title exceptions or requirements that were not shown on the most recent Title Commitment delivered to Buyer during the Title Review Period (an “Amended Title Commitment”), Buyer shall have five (5) Business Days from the date of receipt of the Amended Title Commitment in which to provide Seller with a Title Objection notice for any objections Purchaser may have to any such additional title exceptions, whereupon the same review and response periods above shall apply.