Common use of Title Review Clause in Contracts

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 have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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. 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 have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, AFE, PXR, PXURA or PXLA, or assumed by Seller, AFE, PXR, PXURA or PXLA, which liens Seller shall cause to be 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 Seller, AFE, PXR, PXURA or PXLA shall deliver the Real Property and Improvements free and clear of any such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is filed against that the Property without Seller's consent, then, at Seller's option, Seller foregoing requirement to discharge liens shall have a reasonable period of time, not apply to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day periodliens on any tenant’s leasehold estate. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller Seller, AFE, PXR, PXURA or PXLA after the Effective Date without Purchaser's ’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "“Permitted Exceptions" ” shall mean: (A) the specific exceptions in (i) that are part of the promulgated title insurance form for each Title Commitment, as of the effective date of (ii) that the Title CommitmentCompany is unable to remove under applicable insurance regulations, (iii) that the Title Company has not agreed to remove from the Title Commitment 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 (except to the extent the same are to be modified pursuant to the terms hereofv) and that Seller is not required to remove as provided above; (B) matters created by, through or under Purchaser; (C) items shown on the Survey as of the date of the Survey which have not been removed as of the end of the Inspection PeriodPeriod (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, as tenants only, under the Leases; rights of tenants and (F) any encumbrances relating to the Property created by, though or licensees under License Agreements; and any licensees under any Service Contracts tenant of the Property that does not terminated as of Closingrender title to the Property unmarketable, provided such tenant is not otherwise in default under its Lease.

Title Review. During Buyer shall have the right to 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 Survey Review Perioddelivered to Seller, Purchaser shall review title to the Property as disclosed by the Title Commitment 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 shall have no obligation the right, but not the obligation, to cure title objections except monetary liens of an ascertainable amount created by, under (or through Seller, which liens Seller shall cause to be released at 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 (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose“Cure Period”), and Seller shall deliver the Property free and clear of any such monetary liens; provided, however, if that in the event a judgment lienmortgage, lis pendens, mechanic's lien or lien claim, deed of trust or other encumbrance is filed against similar monetary lien secured by the Property without 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 consent’s interest in the Real Estate, then, at Seller's optionon 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 a reasonable period of timethe right, not to exceed thirty within five (305) days from following the date Seller first has actual knowledge expiration of the filingCure Period and as Buyer’s sole and exclusive remedy in such event, within which to dispute and/or "bond around" said lien either (i) waive in writing its Title Objections with respect to such Exceptions, or lien claim (ii) terminate this Agreement by written notice to Seller, it being understood that the 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 applicable law and clause (ii) of the immediately preceding sentence within the required time period or otherwise in a manner sufficient for consummates the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claimClosing, then the Closing Buyer shall be extended, if necessary, up deemed to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title have waived all Title Objections which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitmenthave not, as of such time, been cured, and all Exceptions forming the effective date of the basis for such uncured 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 (except to the extent the same are to be modified 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 ClosingObjections shall become Permitted Liens.

Title Review. During Within ten (10) days of the Contract Date, Seller shall deliver or cause to be delivered to Purchaser a commitment for an owner’s title insurance policy issued by the Title and Survey Review PeriodCompany in the amount of the purchase price, Purchaser shall review covering title to the Property dated within 30 days of the date hereof showing title subject only to: (a) the Permitted Exceptions, as disclosed set forth below; (b) the standard title exceptions contained in the Title Company’s form owner’s policy; and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which shall be removed by Seller by the Title Commitment and payment of money at the Surveytime of closing. At the same time, Seller shall have no obligation also cause the Title Company to cure provide copies of all recorded documents noted in the title objections except monetary liens of an ascertainable amount created bycommitment. If the title commitment discloses unpermitted exceptions, under or through Seller, which liens Purchaser shall notify Seller shall cause to be released at or in writing prior to Closing (with Seller having the right to apply expiration of the Purchase Price or a portion thereof for such purpose)Due Diligence Period, and Seller may attempt to have the unpermitted exceptions removed from the commitment. If Seller is unable or unwilling to do so prior to the expiration of the Due Diligence Period, Purchaser may terminate this Contract. If Purchaser so terminates this Contract, all ▇▇▇▇▇▇▇ Money shall deliver be returned to Purchaser and this Contract shall be null and void. Title to the Property shall be conveyed to Purchaser by Special Warranty Deed (the “Warranty Deed’), free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law all liens and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, encumbrances except taxes and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title assessments which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 a lien but not yet due and payable; rights any restrictions, reservations, easements or other encumbrances of tenants, as tenants only, under the Leasesrecord; rights of tenants or licensees under License Agreementsencroachments; and any licensees under any Service Contracts not terminated as impacts of Closingzoning ordinances and building codes permitted by Purchaser, (the “Permitted Exceptions’).

Title Review. During the Title and Survey Review Period, Purchaser Buyer shall review title to the Real Property as disclosed by the Commitment, the Title Commitment Documents and the Survey. Seller All matters shown in the Commitment, the Title Documents and the Survey which are not objected to by Buyer by delivery of written notice thereof (“Buyer’s Title Objection Notice”) to Sellers on or before the end of the Title and Survey Review Period shall have no 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 title exception pertaining to the Real Property shown in the Commitment, the Title Documents and the Survey (each a “Title Objection” and collectively the “Title Objections”), 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 three (3) business days after the end of the Title and Survey Review Period (“Sellers’ Notice Period”) written notice (“Sellers’ Title Notice”) of those Title Objections 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 Buyer within Sellers’ Notice Period, Buyer is deemed to be notified that Sellers are unable or unwilling to eliminate or cure the Title Objections. If Sellers (i) do not timely deliver Sellers’ Title Notice or (ii) notify or are deemed to have notified Buyer that Sellers are unable or unwilling to cure any particular Title Objection, Buyer shall be deemed to have waived those Title Objections which Sellers are 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 Section 4.3. Notwithstanding 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, it shall expire upon expiration of the Inspection Period; and (B) subject to Buyer’s full performance under this Agreement, Sellers do agree to deliver title objections except monetary to the Real Property at Closing free and clear of (1) delinquent real property taxes, (2) mechanics’ liens and deeds of an ascertainable amount trust actually recorded against the Real Property that were created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)Sellers, and Seller shall deliver the Property free and clear of any such monetary liens(3) all matters which Sellers have agreed to eliminate or cure in Sellers’ Title Notice; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is filed that Sellers’ obligation to deliver title to the Real Property at Closing free and clear of mechanics’ liens recorded against the Real Property without Seller's consentthat were created by, thenunder or through Sellers and which mechanics’ liens Sellers are actively contesting in good faith, at Seller's option, Seller shall have a reasonable period of time, not to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien may be satisfied by Sellers’ bonding around such mechanics’ liens or lien claim in accordance with applicable law and otherwise in a manner sufficient for taking such other actions or delivering such instruments as will permit the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, for such consent shall not be unreasonably withheld or delayed). The term "Permitted 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 remove from the Title Commitment as of the end of the Title and Survey Review Period (except to the extent the same are to be modified 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 Closingmechanics’ liens.

Title Review. During Buyer represents and warrants to Seller that it has reviewed the commitment for title insurance prepared by Great American Title Agency, Inc. (the “Title Company”) and Survey Review Periodthe documents attached to the commitment for title insurance dated (“Commitment”) and that it accepts the terms and conditions of such Commitment, Purchaser including the exceptions (“Exceptions”) contained in the Commitment. After execution of this Agreement, Seller shall review not alter the condition of title to the Property as disclosed by the Title Commitment and the SurveyProperty, except to remove any defects of title. Seller After Opening of Escrow, Buyer shall have no obligation until five (5) days after receipt of additional or modified Exceptions (“Additional Exceptions”) in an amended Commitment within which to cure title objections except monetary liens give written notice to Seller and Escrow Agent of an ascertainable amount created by, under Buyer’s approval or through Seller, which liens Seller shall cause to be 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 disapproval of any Additional Exceptions (“Objection Notice”); failure of Buyer to provide an Objection Notice within such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is filed against period shall be deemed approval of the Property without Seller's consent, then, at Seller's optionAdditional Exceptions. If Buyer disapproves any Additional Exceptions, Seller shall have a use reasonable period of timeefforts, not without cost or expense to exceed thirty Seller, to remove any disapproved Additional Exceptions within ten (3010) days from after receiving the date Objection Notice. If Seller first has actual knowledge cannot remove all of the filing, disapproved Additional Exceptions within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty ten (3010) day period, Buyer shall have ten (10) days to give Seller written notice that Buyer does not elect to proceed with the purchase of the Property subject to the disapproved, but unremoved, Additional Exceptions. If Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after has not received such Objection Notice within the Effective Date without Purchaser's consent (if requestedaforementioned period, such consent failure shall not be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions in the Title Commitment, as deemed approval of the effective date of 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 (except to the extent the same are to be modified 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 Closingunremoved Additional Exceptions.

Title Review. During the Title and Survey Review Contingency Period, Purchaser Buyer shall review title to the Property as disclosed by the Title Commitment and the SurveySurvey (defined below) and, on or before June 4, 2004, shall notify Seller in writing (the “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 shall remove all exceptions that are not Approved Exceptions prior to the Closing Date. If, within ten (10) days after Seller’s receipt of the Title Notice, Seller notifies Buyer that Seller will not be able to remove an exception (other than a monetary lien), then, within five (5) business 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 objection to such exception and accepts such title as Seller is willing to convey, or (ii) terminates this Agreement, in which event Escrow Agent shall refund the ▇▇▇▇▇▇▇ 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 have no obligation satisfy the Amendment Objections prior to cure title objections except the Closing Date. If, within five (5) business days after Seller’s receipt of the Amendment Objections, Seller notifies Buyer that Seller will not remove any of the Amendment Objections (other than a monetary liens lien), then, within five (5) business days of an ascertainable amount created by, under or through such notice from Seller, which liens Seller shall cause to be released at or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller either that Buyer (with i) waives the Amendment Objections and accepts such title as Seller having the right is willing to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claimconvey, or other encumbrance is filed against (ii) terminates this Agreement, in which event Escrow Agent shall refund the Property without Seller's consent, then, at Seller's option, Seller ▇▇▇▇▇▇▇ Money to Buyer and neither party shall have a reasonable period of time, not to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien any further rights or lien claim obligations under this Agreement. The Approved Exceptions and any other exceptions that Buyer approves in accordance with applicable law and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing writing shall be extended, if necessary, up referred to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after hereinafter as the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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. During 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 Survey Review Periodthe Survey, Purchaser shall review title to the Property as disclosed by have reviewed and approved or disapproved those matters reflected on the Title Commitment and the Survey. Seller In the event Purchaser objects to any such matters, Purchaser shall advise Sellers in writing of its objections within said fifteen (15) day period; provided, however that such objections shall not include those items specifically excluded in Paragraph 4. Within ten (10) days of Sellers’ receipt of Purchaser’s objections, 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 its refusal to correct some or all of such defects, Purchaser shall have no obligation 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 cure title objections except monetary liens advise Sellers of an ascertainable amount created byits decision to close, under notwithstanding the defects, or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having terminate this Agreement. In the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear event of any such monetary liens; providedtermination, 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 neither party shall have a reasonable period any further rights or obligations hereunder, other than Sellers’ obligation to return or to direct the return of time, not to exceed thirty (30) days from the date Seller first has actual knowledge Purchaser’s ▇▇▇▇▇▇▇ Money. Any approval of the filing, within 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 dispute and/or "bond around" said lien the Title Commitment which Sellers shall provide to Purchaser following the completion of the Facilities improvements. Any matter reflected in the Title Commitment or lien claim the Survey not objected to in accordance with applicable law and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing terms hereof shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without deemed accepted by Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted 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 remove from the Title Commitment as of the end of the Title and Survey Review Period (except to the extent the same are to be modified 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. 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 have no obligation to cure title objections objections, except monetary liens (including, without limitation, mortgage, deed of trust and other financing liens, mechanic’s and materialmen’s liens, and tax and assessment liens [other than any such liens for taxes not yet due and payable]) of an ascertainable amount created by, under or through SellerSeller (collectively, “Seller Liens”), which liens Seller Liens Seller shall cause to be released (or bond or insure around, in the case of any such mechanic’s and materialmen’s liens) at Seller’s sole cost and expense 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day periodLiens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed)’s consent. The term "“Permitted Exceptions" ” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment, as of the effective date of the Title Commitment, 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 (except to the extent the same are to be modified 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; and rights of tenantstenants under the Leases, as tenants only, without any right or option to purchase the Property, and rights of licensees 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. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having 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 purpose), and Seller shall deliver survey matters that affects the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 disclosed in the Title Commitment, Existing Surveys, or if obtained, the Updated Survey (herein collectively called “Exceptions”). Unless Purchaser timely objects to the Exceptions in writing or except as further provided below in this Section 4.3, all such Exceptions shall be deemed to be approved by Purchaser (“Permitted Exceptions”). Any Exceptions which are timely objected to by Purchaser in writing shall be referred to herein as the “Title Objections”. Seller shall notify Purchaser in writing within 3 Business Days after receipt of Purchaser’s notice of Title Objections (“Seller Title Response Period”) whether Seller elects to remove (by causing to be released from the effective date 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 before Closing. If Seller does not elect to cure all of the Title Commitment, that the Title Company has not agreed Objections by written notice delivered to remove from the Title Commitment as Purchaser prior to expiration of the end Seller Title Response Period (and Seller’s failure to give any written notice to Purchaser prior to the expiration of the Seller Title Response Period shall be deemed Seller’s election not to cure any of the Title Objections), then (a) Purchaser 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 case the ▇▇▇▇▇▇▇ Money Deposit shall be promptly returned to Purchaser and Survey Review Period the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, and (except b) if Purchaser does not terminate this Agreement in accordance with the immediately preceding clause, those Title Objections that Seller did not elect to cure shall constitute Permitted Exceptions. Notwithstanding the foregoing, the following shall not be considered Permitted Exceptions and Seller shall be obligated at Closing to 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 extent the same are to power, authority or good standing of Seller, and (z) any general exceptions that would be modified pursuant to the terms hereof) removed through Seller’s execution and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on the Survey as delivery of the date of the Survey which have not been removed Owner’s Title Affidavit (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 Closingdefined in Section 4.5 below).

Title Review. During the Title and Survey Review Period, Purchaser shall review title to the Property Properties as disclosed by the Title Commitment Commitments and the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created bySurveys, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having Purchaser has until 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date end of the Title Commitment, and Survey Review Period to notify Seller and 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 Commitments and/or the Surveys (and any update thereto) that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period (collectively, the “Title Matters”) and proceed to Closing, or (B) terminate this Agreement in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. Sellers shall have no obligation to cure any title objections except for any exceptions or encumbrances to title which are voluntarily created by, under or through Sellers after the extent Effective Date without Purchaser’s consent (If requested, such consent shall not be unreasonably withheld, conditioned or delayed), and given the same are Special Conditions identified in Section 13 of this Agreement, Sellers shall have no obligation to cure, or cause to be modified released, any financing liens whether caused by Sellers or a third party, and the failure of Sellers to cause any such financing liens to be released shall not be deemed to 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 terms hereofprovisions of Section 13 shall be a 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 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 ClosingClosing 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. During [****]. The failure of Purchaser to provide such Purchaser’s Initial Title Objection Notice to Seller prior to the expiration of the Initial Title Objections Period shall constitute a waiver of all of Purchaser’s rights under this Section 5.3, except with respect to Subsequent Title Objections (defined below). Within five (5) days after receipt of any updates or revisions to the Title and Survey Review PeriodCommitment or Survey, as the case may be, but in no event later than the Closing Date, Purchaser shall review title furnish copies thereof to Seller’s counsel, together with Purchaser’s notice (“Purchaser’s Subsequent Title Objection Notice”; and, together with Purchaser’s Initial Title Objection Notice, a “Title Objection Notice”) setting forth any further Title Objections based on the Property as disclosed by the updated Title Commitment and the or Survey, excepting, however, matters that are Permitted Exceptions (“Subsequent Title Objections”). Seller shall have no obligation [****], to cure title objections except monetary liens of an ascertainable amount created byadvise Purchaser in writing whether or not Seller will remedy any Title Objection set forth in a Title Objection Notice. Notwithstanding anything to the contrary contained herein, under or through Seller, which liens Seller shall cause be required to be released remove all Mandatory Cure Items at or prior to Closing Closing. If Seller fails to respond within the Seller Response Period, Seller shall be deemed to have timely notified Purchaser as of the last day of the Seller Response Period that Seller will not remedy the Title Objection at issue. In the event Seller notifies (with Seller having or is deemed to have notified) Purchaser it does not intend to remedy any Title Objection, Purchaser shall have the right to apply terminate this Agreement by giving written notice of Purchaser’s election to so terminate (in which case the Purchase Price or a portion thereof for such purpose)▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 Purchaser shall have a reasonable period of timeno further obligations under this Agreement except for obligations that expressly survive such termination) not later than the earlier of: (x) five (5) business days following Seller’s notice (or deemed notice) that it will not remedy the Title Objection at issue; and (y) the Closing Date, not to exceed thirty (30) days from the date Seller first has actual knowledge time being of the filingessence, within failing which the Title Objection at issue shall be and be deemed to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in be a manner sufficient Permitted Exception. If Seller is unable by the Closing Date to arrange for the Title Company to issue agree to omit from Purchaser’s Title Commitment any Title Objection that Seller agreed in writing to remedy, then Seller may adjourn the Closing from time to time for a reasonable period of time (the “adjournment period”) not in excess of [****] in the aggregate in order to attempt to arrange for omission of any Title Objection. If the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent Company shall not agree during the adjournment period to omit any Title Objection that Seller agreed in writing to remedy and shall not agree to provide affirmative insurance without additional premium, Seller will be unreasonably withheld or delayed)in default of this Agreement. The term "“Permitted Exceptions" ” shall mean: the specific exceptions matters set forth on Exhibit J annexed hereto and made a part hereof; matters set forth in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified pursuant to the terms hereof) and that Seller is not required to remove as provided aboveeffective date thereof; 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; the Declaration (defined in Section 12.10); any documents required to be recorded as a condition of Final Project Approvals and any subdivision plat required to be recorded to create the Residential Lot, the MOB Lot and the Recreation Lot; and real estate taxes not yet due and payable; payable (or for which Purchaser is otherwise responsible in accordance with Section 8.1). For avoidance of doubt, it is acknowledged and agreed that nothing in this Section 5.3 shall affect Purchaser’s 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 ClosingSection 4.3.

Title Review. During Buyer may, at any time on or before the expiration of the Inspection Period (the “Title Review Period”), give written notice of ▇▇▇▇▇’s objection, in Buyer’s sole and absolute discretion, as to any liens and encumbrances encumbering the Property or any other matters affecting the title to the Property, to Seller and Escrow Agent (the “Title Objection”). All liens, encumbrances or other matters to which Buyer so objects shall be deemed to be “Non-Permitted Exceptions.” If no Title Objection is given prior to the expiration of the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed all matters reflected by the 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 Surveyparties agree that (i) Monetary Encumbrances are Non-Permitted Exceptions, and (ii) Seller shall release the Monetary Encumbrances at Seller’s sole cost and expense no later than Closing (and Seller shall use the proceeds of the sale contemplated hereby to do so). Seller may elect to cure or remove any Non-Permitted Exceptions at Seller’s cost by giving ▇▇▇▇▇ and ▇▇▇▇▇▇ Agent notice of such election within three (3) Business Days following the date notice of the Title Objection was given, but, except for Monetary Encumbrances, shall have be under no obligation to do so. If Seller gives such a notice electing to cure title objections except monetary liens or remove each Non-Permitted Exception on or before the third (3rd) Business Day following the date notice of an ascertainable amount created bythe Title Objection was given, under or through Seller, which liens then Seller shall cause be deemed to be released at have covenanted to Buyer to remove each Non-Permitted Exception on or prior to the Closing Date. If Seller fails to give such a notice electing to cure or remove each Non-Permitted Exception on or before the third (with 3rd) Business Day following the date notice of the Title Objection was given, then Seller having 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 right option, which must be exercised within three (3) Business Days after Seller’s notice of the election not to apply the Purchase Price cure such Non-Permitted Exceptions has been given or a portion thereof for deemed given (or if such purposeoption is not exercised within said three (3) Business Day period, Buyer shall be deemed to have elected option (ii) below), to (i) waive Buyer’s objections and Seller shall deliver purchase the Property free and clear of any as otherwise contemplated in this Agreement, notwithstanding such monetary liensNon-Permitted Exceptions, in which event the Non-Permitted Exceptions shall be deemed to be Permitted Exceptions; provided, however, if a judgment lienthat Seller shall remain obligated to remove all Monetary Encumbrances affecting or purporting to affect the Property or any portion thereof prior to the Closing, lis pendens, mechanic's lien or lien claimand Seller agrees that no such Monetary Encumbrances shall be deemed to be Permitted Exceptions regardless of whether they are listed on any Title Objection, or (ii) terminate this Agreement by written notice to Seller and Escrow Agent, whereupon the ▇▇▇▇▇▇▇ Money Deposit (less the Released Amount [defined below]) shall be returned immediately to Buyer and any and all rights and obligations of Buyer and Seller hereunder shall terminate (other encumbrance is filed against the Property without Seller's consentthan any such obligations which, thenby their express terms, at Seller's optionsurvive 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 reasonable period of timesupplemental 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”), not to exceed thirty Buyer shall have five (305) days Business Days from the date Seller first has actual knowledge of receipt of the filing, within Amended Title Commitment in which to dispute and/or "bond around" said lien or lien claim in accordance provide Seller with applicable law and otherwise in a manner sufficient Title Objection notice for the Title Company any objections Purchaser may have to issue the Title Policy without exception to said lien or lien claimany such additional title exceptions, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent whereupon the same are to be modified pursuant to the terms hereof) review 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 Closingresponse periods above shall apply.

Title Review. During Within ten (10) days after the Title and Survey Review PeriodEffective Date, Purchaser shall review title to the Property as disclosed by the Title Commitment and the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue deliver to the Agency a preliminary title report (the "Title Report") with respect to the title to the Property, together with legible copies of all documents underlying the Exceptions set forth in the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty Report (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayedas defined herein). The term "Permitted Exceptions" Agency shall mean: the specific exceptions in the Title Commitment, as of the effective date have twenty (20) days from its receipt of the Title Commitment, that Report within which to give written notice to the Title Company has not agreed to remove from the Title Commitment as Seller of the end Agency's approval or disapproval of any such Exceptions. Only the Title lien of property taxes and Survey Review Period (except to the extent the same are to be modified 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 assessments not yet due and payable; rights those deeds of tenantstrust, as tenants onlymortgages or other liens specifically disclosed by the Seller and approved by the Agency on or before the date of this Agreement shall be approved Exceptions. If the Agency notifies the Seller of its disapproval of any Exceptions in the Title Report, under the Leases; rights Seller shall use good faith efforts to remove any disapproved Exceptions within ten (10) days after receiving written notice of tenants the Agency's disapproval, or licensees under License Agreements; and provide assurances satisfactory to the Agency that such Exception(s) will be removed on or before the Closing. If the Seller cannot remove any licensees under of the disapproved Exceptions within that period, or provide assurances satisfactory to the Agency that such that such Exception(s) will be removed on or before the Closing, the Agency shall have ten (10) days after the expiration of such ten (10) day period to either give the Seller written notice that the Agency elects to proceed with the purchase of the Easement subject to the disapproved Exceptions or to give the Seller written notice that the Agency elects to terminate this Agreement. The Agency shall have the right to approve or disapprove any Service Contracts Exceptions reported by the Title Company after the Agency has approved the condition of title for the Property in accordance with this Section 5. The Seller shall not terminated as of Closingvoluntarily create any new exceptions to title following the Effective Date.

Title Review. During the Title and Survey Review Feasibility Period, Purchaser Buyer shall review title to the Property Land as disclosed by the Title 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 have no obligation be conclusively deemed to cure 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 objections 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”), except monetary with respect to liens secured by deeds of an ascertainable amount created by, under or through trust securing loans made to Seller, which mechanics’ liens Seller shall cause relating to be released at or prior to Closing work contracted for by Seller, judgment liens against Seller, and delinquent real property taxes (with Seller having the right to apply the Purchase Price or a portion thereof for such purposeherein “Monetary Liens”), and which Seller agrees to have removed on or before the Closing Date, Seller may, but shall deliver not be obligated to, eliminate or cure at Seller’s sole cost (by title endorsement from the Property free and clear Title Company or otherwise), some or all of any such monetary liensTitle Objections; provided, however, if a judgment lien, lis pendens, mechanic's lien Seller is able and willing to eliminate or lien claim, cure some or other encumbrance is filed against the Property without Seller's consent, then, at Seller's optionall of such Title Objections, Seller shall have a reasonable period notify Buyer in writing on or before June 13, 2018 (“Seller’s Notice Period”) of time, not those Title Objections Seller intends to exceed thirty eliminate or cure (30said notice hereinafter called “Seller’s Title Notice”) days from the date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in which case the event elimination or curing by Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of the Title CommitmentObjections 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 Company has Objections. If Seller (i) does not agreed timely deliver Seller’s Title Notice or (ii) notifies or is deemed to remove from 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 Title Commitment as expiration of the end of the Feasibility Period, Buyer delivers to Seller and Title and Survey Review Period (except Company Buyer’s Due Diligence Approval Notice terminating this Agreement pursuant to Section 5(b). Notwithstanding anything herein to the extent the same are contrary, if Buyer’s right to be modified terminate this Agreement pursuant to the terms hereofforegoing provisions of this Section 7(c) and that Seller is has not required to remove as provided above; matters created byexpired prior thereto, through or under Purchaser; items shown on the Survey as it shall expire upon expiration of the date of the Survey which have not been removed as of the end of the Inspection Feasibility 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. During 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 and Survey Documents. Buyer shall notify Seller within the Title Review PeriodPeriod 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, Purchaser shall review the state of title to the Property as disclosed by shall be deemed approved. In the Title Commitment and event Buyer does so notify Seller of its objection to the Surveystate of title to the Property, Seller shall have five (5) days to determine whether it is desirable or feasible, in Seller's discretion, to have the disapproved items removed, modified, or insured against to Buyer's satisfaction. In the event Seller does not notify Buyer within such five (5) day period that it intends to remove, modify, or insure against such disapproved items then Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created bydo so, under and Buyer may consider such fact during the Feasibility Period. If Seller does notify Buyer within such five (5) day period that it intends to remove, modify, or through Sellerinsure against such disapproved items, which liens then this Agreement shall continue in full force and effect and Seller shall cause shall, at its cost, remove, modify, or insure against the disapproved items to be released at Buyer's satisfaction on or prior to the 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 Date. Notwithstanding any other provision of any such monetary liens; provided, 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 optionthis Agreement, Seller shall have a reasonable period may not 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 time, not to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law all material facts and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 Closingconditions relating thereto.

Title Review. During the Title and Survey Review Period, Purchaser shall review title If not already delivered prior to the Property as disclosed Agreement Date, 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 Commitment and Company (collectively, the Survey"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 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 no obligation a period of three (3) business days after Seller's receipt of the Title Objection Notice (a) to cure title objections except monetary liens remove, or agree to remove prior to the Closing, some or all of an ascertainable amount created bythose New Exceptions to which Buyer has objected in the Title Objection Notice, under and to inform Buyer of the same, or through (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 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 to waive such objections and proceed with the acquisition of the Property or to terminate this Agreement. Failure by Seller to remove or failure of Seller to inform Buyer that Seller has or has not removed those specified New Exceptions which liens Seller has expressly agreed to remove in the Title Response Notice on or before the business day prior to the Closing Date shall cause be deemed to be released at a failure of this condition, in which event the Agreement shall terminate, the Deposit shall be returned to Buyer, and the parties shall have no further obligations hereunder except for Buyer's surviving obligations and Seller's surviving obligations, unless Buyer withdraws its objections in writing. Notwithstanding the foregoing, on 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 remove or cause to be removed those certain monetary liens or encumbrances affecting the Property free which Seller has created or expressly permitted to exist other than current taxes and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 Closingassessments.

Title Review. During Buyer shall 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, Buyer has delivered written notice to Seller (“Title Disapproval Notice”) of Buyer’s objections to the exceptions to title shown on the Title and Report or the matters disclosed by the Survey Review (each, a “Disapproved Title Matter”). Seller shall, no later than the expiration of the Due Diligence Period, Purchaser notify Buyer (being a “Seller Response Notice”) as to each properly Disapproved Title Matter either that: (i) Seller elects not to cause such Disapproved Title Matter to be removed as of the Closing Date (or otherwise 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 review 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 the Due Diligence Period 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 have waived its objection to any such Disapproved Title Matter. In the event Buyer shall elect in writing prior to the expiration of the Due Diligence 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 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 subclause (ii) above, and any such Disapproved Title Matter is not removed, released, bonded, insured or endorsed over as aforesaid as of the Closing Date, Buyer shall have the right to (A) terminate this Agreement in which event the Deposit (minus the Independent Consideration) shall be promptly delivered by Title Company to 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 shall have no further obligations or liabilities hereunder (except for any obligations or liabilities that expressly survive termination of this Agreement), or (B) waive the foregoing right of termination and all other rights and remedies on account of any such Disapproved Title Matter and to close the transaction contemplated by this Agreement, without any reduction or abatement of the Purchase Price. If Buyer shall fail to make such election, then Buyer shall be deemed to have made the election set forth in subclause (B) above. All exceptions in the Title Report and matters on the Survey that are approved or deemed approved by Buyer pursuant to this 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 as disclosed by a Declaration of Restrictive Covenants in the Title Commitment and form of Exhibit N attached hereto (the Survey. Seller shall have no obligation to cure title objections except monetary liens “Declaration of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purposeRestrictive Covenants”), and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing Buyer shall be extended, if necessary, up obligated to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to accept title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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.Property

Title Review. During the Title and Survey Review Period, Purchaser shall review have until the expiration of the Inspection Period to examine ▇▇▇▇▇▇'s title to the Property and to furnish Seller with a written statement of defects in such title, which defects, should they exist at the time of Closing, would make Seller unable to convey title to the Property as disclosed by provided in Section 6 herein (the “Title Commitment and the SurveyReview Period”). Seller shall have no obligation ten (10) days after receipt by Seller of such written statement of defects in which to cure title objections except monetary liens all defects. Within ten (10) days following receipt of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 optionnotice, Seller shall have a reasonable period of time, not advise Purchaser in writing whether ▇▇▇▇▇▇ is willing to exceed thirty cure any such objections. Within ten (3010) days from following receipt of such reply (or the date deadline therefor, if Seller first has actual knowledge fails to make a reply), Purchaser shall advise Seller whether Purchaser will accept title based on the commitments in Seller’s reply, if any, or terminate the Purchase Agreement. The Existing Leases and any title exceptions that Purchaser does not object to in writing prior to the expiration of the filingTitle Review Period shall be waived by Purchaser and such matters shall be deemed “Permitted Exceptions.” Notwithstanding the foregoing, within which if any title defect consists of a mortgage or other lien created by or permitted by Seller of a specified or readily ascertainable dollar amount and that is removable by the payment of monies (“Monetary Encumbrances”) or if any subsequent encumbrances shall be placed on the Property by Seller, Seller shall be required to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in a manner sufficient for remove the same by payment, bonding, causing the Title Company to issue insure over the same or otherwise whether such Monetary Encumbrances or subsequence encumbrances were objected to by Purchaser or not during the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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. During Within five (5) days of the Title and Survey Review PeriodContract Date, Purchaser shall review 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 as disclosed 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 (“Objection Notice”) within fifteen (15) days following receipt of the last to be delivered of the Commitment and copies of the Survey. Schedule B exceptions, and the Survey and Seller shall have no obligation the right, but not the obligation, to cure title objections except monetary liens have the objectionable items specified in the Objection Notice removed from the Commitment or to 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 an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 optionPurchaser’s objections, Seller shall have a reasonable period the right to so advise Purchaser in writing within five (5) days after Seller’s receipt of timethe Objection Notice (if Seller fails to so notify Purchaser, Seller shall be deemed to have elected not to exceed thirty cure or remove Purchaser’s objections) and, within five (305) days following Purchaser’s receipt (or deemed receipt) of any such written advice from Seller. Purchaser may terminate this Contract (“Title Termination Notice”). If Purchaser timely terminates this Contract, all ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and the parties shall have no further obligations hereunder, except for such obligations which expressly survive any termination of this Contract. If Purchaser fails to timely send a Title Termination Notice to Seller or if Purchaser closes the transaction contemplated by this Contract, 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) below, cure or cause deletion from the date Commitment) (i) liens and security interests securing any loan created or assumed or suffered by Seller first has actual knowledge or any affiliate of the filingSeller, within which (ii) any other liens or security interests created by documents executed by Seller to dispute and/or "bond around" said lien or lien claim in accordance with applicable law secure monetary obligations, other than liens for ad valorem taxes and otherwise in a manner sufficient assessments for the Title Company to issue the Title Policy without exception to said lien or lien claimcurrent calendar year, and in the event Seller elects to dispute (iii) any mechanic’s and "bond around" said materialman’s lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified pursuant to the terms hereof) and that Seller is not required to remove as provided above; matters created claiming 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 ClosingSeller.

Title Review. During the Title and Survey Review Period, Purchaser 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 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 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 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 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 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 ▇▇▇▇▇▇▇ 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 objections except monetary 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 an ascertainable amount the deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any title exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's Buyer’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted 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 remove from the Title Commitment as of the end of the Title its sole and Survey Review Period (except to the extent the same are to be modified 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 Closingabsolute discretion.

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 have no obligation not be obligated to cure clear any encumbrances to or defects in title objections except monetary for liens or mortgages of an ascertainable amount created by, under or through (“Seller’s Liens”), which liens Seller’s Liens Seller shall cause to be released satisfied 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, BUYER may give notice (“BUYER’s Title Notice”) to Seller of the existence of any encumbrances and defects in title to which BUYER objects and that are not Permitted Encumbrances (“Title Objections”). Seller shall, within three (3) business days from receipt of BUYER’s Title Notice, notify BUYER of those Title Objections that Seller elects to attempt to remove or correct, provided that failure of Seller to give said notice shall be deemed to mean that Seller shall deliver the Property free and clear of not remove or correct any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in Objections. In the event Seller elects to dispute attempt to remove or correct Title Objections(s) and "bond around" by the later of the Due Diligence Date or the date which is fifteen (15) business days following Seller’s receipt of BUYER’s Title Notice, Seller has not arranged for removal or correction of said lien or lien claimTitle Objections, then the Closing BUYER shall be extended, if necessary, up to said thirty either (30i) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent terminate this Agreement by notice given within two (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted 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 remove 2) business days from the Title Commitment as of the end of the Title foregoing period in which event the Deposit shall be returned to BUYER and Survey Review Period 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 (except ii) accept the condition of the title to the extent Property as it then is, without diminution of the same Purchase Price. If BUYER fails to elect (i) above, then BUYER shall be deemed to have elected (ii) above. Encumbrances and defects to title that are not included in BUYER’s Title Objections and those Title Objections that are accepted pursuant to this subsection shall be deemed to be modified pursuant Permitted Encumbrances. Notwithstanding anything herein to the terms hereof) contrary, Seller’s Liens shall not be deemed Permitted Encumbrances. Recording fees for recording documents to discharge Title Objections 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 ClosingRequired Cure Items shall be borne by SELLER.

Title Review. During Not later than five (5) days before the Title and Survey Review end of the Due Diligence Period, Purchaser Buyer shall review deliver to Seller a written notice stating that Buyer either (a) approves the condition of title as shown on the PTR, or (b) disapproves any specific exceptions to title showing on the PTR. If Buyer fails to provide such written notice on or before such date, Buyer shall be deemed to have approved the condition of title as shown on the PTR. If Buyer delivers a timely written notice in which Buyer disapproves any specific exceptions to title, Seller shall either cause such exceptions to be removed on or before the Closing Date or shall notify Buyer in writing on or before the end of the Due Diligence Period that Seller will not cause such exceptions to be removed. If Seller notifies Buyer in writing on or before the end of the Due Diligence Period that it will not cause such exceptions to be removed, Buyer may either terminate this Agreement prior to the Property end of the Due Diligence Period as disclosed by the Title Commitment provided in Section 4.4 below, or waive its disapproval to such exceptions and the Survey. proceed to Closing, in which case Seller shall have no obligation to cure title objections except cause such exceptions to be removed from title. Seller’s failure to provide such notice shall be deemed Seller’s election not to cause such exceptions to be removed. Notwithstanding the foregoing, Seller agrees to extinguish on the Closing Date all monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause encumbrances affecting title to be released at or prior to Closing the Property (with Seller having excluding the right to apply the Purchase Price or a portion thereof lien for such purpose)real property taxes and assessments that are not yet delinquent, and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayedliens caused by Buyer). The term "Permitted Exceptions" shall mean: the specific exceptions in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has If Buyer does not agreed to remove from the Title Commitment as of terminate this Agreement before the end of the Title and Survey Review Period (except Due Diligence Period, Buyer shall irrevocably be deemed to have elected to waive its disapproval to such title exceptions, to have approved the condition of title to the extent the same are Property, and to be modified pursuant have elected to the terms hereof) and that Seller is not required proceed 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. During the Title and Survey Review Period, Purchaser Buyer shall review title to the Property as disclosed by the Title Insurance Commitment and the Survey. Seller shall have no obligation If the Title Insurance Commitment shows title to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause the Property to be released at subject to matters other than the Permitted Exceptions listed in Exhibit “C” (the “Permitted Exceptions”) or which otherwise render title to the Property unmarketable, then Buyer shall, 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 Period, notify Seller in writing specifying the exact nature of Buyer’s title objection (except a “Title Objection”). 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 extent written notice and the same are to Closing shall be modified pursuant to the terms hereof) and that extended accordingly, if necessary. If Seller is not required unsuccessful in removing such exceptions within said thirty (30) day time period, Buyer shall have the option exercisable within five (5) days after the end of such thirty (30) day period and written notice from Seller of its failure to remove such exception, of either accepting title as it then is, with the Title Objection then becoming a Permitted Exception, or terminating this Agreement and requiring a return of the ▇▇▇▇▇▇▇ 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; matters , 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 at any time subsequent to 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, (“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 Purchaser; items shown on Buyer, shall be removed of record by Seller through reasonable best efforts and, if necessary, Closing shall be delayed by a period not to exceed thirty (30 days to allow such removal. If such Additional Defects are not removed within thirty (30) day period, then Buyer shall have the Survey same options upon receipt of written notice from Seller as of Buyer has been granted in this Paragraph as if Seller did not cure the date of the Survey which have not been removed as of the end of the Inspection Period; real estate taxes not yet due Title Objection. If Seller is responsible for causing such Additional Defects, Seller shall be obligated to remove same at Seller’s sole cost 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 Closingexpense.

Title Review. During Within ten (10) days of the Contract Date, Seller shall deliver or cause to be delivered to Purchaser a commitment for an owner’s title insurance policy issued by the Title and Survey Review PeriodCompany in the amount of the purchase price, Purchaser shall review covering title to the Property dated within 30 days of the date hereof showing title subject only to: (a) the Permitted Exceptions, as disclosed set forth below; (b) the standard title exceptions contained in the Title Company’s form owner’s policy; and (c) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which shall be removed by Seller by the Title Commitment and payment of money at the Surveytime of closing. At the same time, Seller shall have no obligation also cause the Title Company to cure provide copies of all recorded documents noted in the title objections except monetary liens of an ascertainable amount created bycommitment. If the title commitment discloses unpermitted exceptions, under or through Seller, which liens Purchaser shall notify Seller shall cause to be released at or in writing prior to Closing (with Seller having the right to apply expiration of the Purchase Price or a portion thereof for such purpose)Due Diligence Period, and Seller may attempt to have the unpermitted exceptions removed from the commitment. If Seller is unable or unwilling to do so prior to the expiration of the Due Diligence Period, Purchaser may terminate this Contract. If Purchaser so terminates this Contract, all E▇▇▇▇▇▇ Money shall deliver be returned to Purchaser and this Contract shall be null and void. Title to the Property shall be conveyed to Purchaser by Special Warranty Deed (the “Warranty Deed’), free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law all liens and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claim, encumbrances except taxes and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title assessments which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 a lien but not yet due and payable; rights any restrictions, reservations, easements or other encumbrances of tenants, as tenants only, under the Leasesrecord; rights of tenants or licensees under License Agreementsencroachments; and any licensees under any Service Contracts not terminated as impacts of Closingzoning ordinances and building codes permitted by Purchaser, (the “Permitted Exceptions’).

Title Review. Within ten (10) days after the Effective Date, Seller shall cause to be prepared and delivered to Purchaser a current preliminary title report or commitment (such report or commitment, as it may be amended, supplemented and updated, the “Preliminary Title Report”) issued by the Title Company, in the 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 Report as exceptions to title to the Property. Seller shall also obtain a currently dated ALTA survey (“Survey”) of the Property during the Inspection Period. During the Title and Survey Review Inspection Period, Purchaser shall review title to the Property as disclosed by the Preliminary Title Commitment Report and the Survey. Seller shall remove or cause the title company to insure over at Closing any monetary lien for a determinable sum, provided that Seller shall not be required to remove or cause the title company to insure over the leasehold mortgage respecting the tenant’s interest in the Wide Open West lease, provided that such leasehold mortgage shall be subject to Purchaser’s review during the Inspection Period and Seller shall use reasonable efforts prior to the end of the Inspection Period to cause such leasehold mortgage to be amended to encumber only the current leasehold premises. Seller may cause the title company to insure over mechanics liens for unpaid labor and materials relating to the Repair Contracts (defined below). With respect to any other title exceptions, Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for remove such purpose), and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed)exceptions. The term "“Permitted Exceptions" shall mean: the ” means those specific exceptions in the Preliminary Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 Report as of the end of the Inspection Period; Period other than those that Seller is required to remove, any real estate taxes not yet due and payable; , zoning ordinances and regulations and other laws or regulations governing use or enjoyment of the Property, and rights of tenants, as tenants only, Tenants under the Leases; rights of tenants or licensees under License Agreements; , and any licensees under any Service Contracts not terminated as of Closingthe SBC Lease, Declaration, Central Office Easement and Annexation Agreement Amendment.

Title Review. During 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 and Survey 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, Purchaser shall review title to the Property except as disclosed otherwise provided below, all matters reflected by the Surveys and Title Commitment Commitments shall be “Permitted Exceptions.” If, between the end of the Title Review Period and the SurveyClosing, 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. Seller The Contributors may, but shall have no obligation to not be obligated to, at their sole cost and expense, cure title objections except monetary liens or remove all Non-Permitted Exceptions and give the Contributee written notice of an ascertainable amount created byits intent with respect thereto within five days after the Title Review Period expires or, under or through Sellerif applicable, which liens Seller shall cause to be 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 after delivery of any such monetary liensrevised list; provided, however, if a the Contributors, at their sole cost and expense, shall be obligated to cure or remove by the Closing all mortgages, deeds of trust, judgment lien, lis pendensliens, mechanic's lien or lien claim’s and materialmen’s liens, or and other encumbrance is filed liens and encumbrances against the applicable Property without Seller's consent(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, thenwhether or not the Operating Partnership objects thereto during the Title Review Period, and all such matters shall be deemed Non-Permitted Exceptions. If the Contributors do not timely cause any of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from the applicable Title Commitment and timely written notice thereof to be given to the Contributee, the Contributee may, at Seller's optionany time and at its election, Seller (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 a reasonable period caused all of timethe Non-Permitted Exceptions to be removed, not to exceed thirty (30) days cured or otherwise omitted from the date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as 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 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 Permitted Exceptions, and the Contributee shall have the right to require that all or a portion of the effective date of the Title Commitment, that the Title Company has not agreed Cash Consideration be applied to remove from the Title Commitment as of the end of the Title and Survey Review Period (except to the extent the same are to be modified 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 discharge any licensees under any Service Contracts not terminated as of such obligations at Closing.

Title Review. During Buyer has 5 days from receipt of such Preliminary Commitment (and legible copies of exception documents) to advise Seller in writing of any exceptions or other matters (the Title “Exceptions”) in the Preliminary Commitment to which Buyer objects (“Buyer’s Objection Notice”). All Exceptions to which Buyer does not object in writing will be deemed accepted by Buyer. If Buyer objects to any Exceptions and Survey Review PeriodSeller receives Buyer’s Objection Notice within the 5-day period, Purchaser Seller will advise Buyer in writing within seven days after Seller’s receipt of Buyer’s objections which Exceptions Seller will remove at Closing (“Seller’s Response”); Seller’s failure to reply to Buyer within this 7-day period shall review title to the Property as disclosed by the Title Commitment and the Survey. mean that Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released will not clear any such Exceptions at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)Closing. Within seven days of receipt of Seller’s response, and assuming Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has not agreed to remove from or cause Title Company to insure around all matters to which Buyer objected, Buyer will notify Seller in writing of Buyer’s election to either (x) terminate this Agreement, in which event the Title Commitment as of the end of the Title and Survey Review Period E▇▇▇▇▇▇ Money will be returned by Buyer, or (except y) waive its objections to the extent Exceptions Seller will not remove or cause Title Company to insure around, in which event such Exceptions will be deemed accepted by Buyer. Buyer’s failure to so respond to Seller’s Response will constitute a waiver of such objections. Notwithstanding the same are foregoing, Buyer and Seller acknowledge and agree that on or prior to be modified pursuant to Closing, Seller will satisfy any mortgages, deeds of trust, judgments, and mechanics’, construction, and materialman’s liens caused by Seller currently encumbering the terms hereof) and that Seller is not required to remove as provided above; matters created by, through or under Purchaser; items shown on Property without the Survey as necessity 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 Closingan objection from Buyer.

Title Review. During the Title and Survey Review PeriodOn or before November 10, 2023, Purchaser shall review 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 pay off on or before the Closing any monetary liens (e.g., mortgages, judgments, mechanic’s liens or tax liens) affecting the Property. Seller shall not change the status of title to the Property as disclosed by between the Title Commitment Effective Date and the Survey. Seller shall have no obligation Closing without notification to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or the Purchaser prior to Closing (with Seller having the right identifying Seller’s successor and without first providing a copy of this executed Agreement to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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’s successor.

Title Review. During (a) Not later than that date which is three (3) Business Days prior to the expiration of the Evaluation Period (the "Title Objection Date"), Purchaser may provide Seller with a copy of a title insurance commitment (the "Title Commitment") issued by Escrow Agent and an updated survey for Unit IV, together with a written notice objecting to any exceptions, encumbrances or other matters set forth in the Title and Survey Review PeriodCommitment or on the updated survey (any such defects, encumbrances or other matters to which Purchaser shall review title objects in writing prior to the Property as disclosed Title Objection Date are called herein "Title Defects"). (For the avoidance of doubt, all matters shown on the Existing Survey are conclusively deemed to be acceptable to Purchaser.) In the event Seller does not receive written notice of any Title Defects by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment and all matters set forth on the Survey. Seller updated survey as permitted exceptions ("Permitted Exceptions"). (b) After the Title Objection Date, if the Escrow Agent raises any new exception to title to the Real Property, Purchaser's counsel shall have no obligation five (5) Business Days after he or she receives notice of such exception (the "New Objection Date") to cure title objections except monetary liens provide Seller with written notice if Purchaser objects to such new exception, in which event such new exception shall constitute a Title Defect and the Scheduled Closing Date shall be extended as necessary to afford Seller and Purchaser the consideration and response periods contemplated by Section 6.3(a) and as otherwise contemplated therein. In the event Seller does not receive notice of an ascertainable amount created bysuch new exception by the New Objection Date, under TIME BEING OF THE ESSENCE, Purchaser will be deemed to have accepted the new exception as a Permitted Exception. (c) All taxes, water rates or through Sellercharges, sewer rents and assessments, plus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller shall cause is obligated to pay and discharge will be released at or prior to Closing (with Seller having the right to apply credited against the Purchase Price or (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a portion thereof for such purpose), and Seller Title Defect. If on the Closing Date there shall deliver the Property free and clear of any such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is be security interests 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requestedReal Property, such consent items shall not be unreasonably withheld Title Defects if (i) the personal property covered by such security interests is no longer in or delayed). The term "Permitted Exceptions" on the Real Property, (ii) such personal property is owned or leased by the Tenant, or (iii) the security interest was filed more than five (5) year prior to the Closing Date and was not renewed. (d) If on the Closing Date the Real Property shall mean: the specific exceptions in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company be affected by any lien which Seller has not agreed elected to attempt to remove or is otherwise obligated to remove pursuant to the express provisions of this Agreement, then Seller shall not be required to discharge or satisfy the same of record provided that Escrow Agent either omits the lien as an exception from the Title Commitment as or insures against collection thereof from out of the end Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Title Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Escrow Agent insures against collection thereof from or out of the Real Property and/or the Improvements, and Survey Review Period (except provided further that Seller deposits with the Escrow Agent a sum of money or a parental guaranty reasonably sufficient to secure a release of the extent Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same are as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be modified 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 Closingdeemed Title Defects.

Title Review. During (a) Not later than that date which is three (3) Business Days prior to the expiration of the Evaluation Period (the "Title Objection Date"), Purchaser may provide Seller with a copy of a title insurance commitment (the "Title Commitment") issued by Escrow Agent and an updated survey of the Real Property and Improvements, together with a written notice objecting to any exceptions, encumbrances or other matters set forth in the Title Commitment or on the updated survey (any such defects, encumbrances or other matters to which Purchaser objects in writing prior to the Title Objection Date are called herein "Title Defects"). (For the avoidance of doubt, all matters shown on the Existing Survey are conclusively deemed to be acceptable to Purchaser.) In the event Seller does not receive written notice of any Title Defects by the Title Objection Date, TIME BEING OF THE ESSENCE, then Purchaser will be deemed to have accepted the exceptions to title set forth on the Title Commitment and Survey Review Periodall matters set forth on the updated survey as permitted exceptions ("Permitted Exceptions"). In addition, Purchaser shall review agrees that, at Closing, title to the Property shall be subject to a certain Amendment to Amended and Restated Cross-Easement Agreement, between Seller and The GC Net Lease (Parsippany) Investors, LLC, with respect to a certain Amended and Restated Cross-Easement Agreement, dated February 28, 2014, and recorded in the Somerset County Clerk’s Office on March 11, 2014 in Book 22503, Page 1144 (the "Cross-Easement Agreement"), such Amendment to be in the form annexed hereto and made a part hereof as disclosed Exhibit F (the "Cross-Easement Amendment"). (b) After the Title Objection Date, if the Escrow Agent raises any new exception to title to the Real Property, Purchaser’s counsel shall have five (5) Business Days after he or she receives notice of such exception (the "New Objection Date") to provide Seller with written notice if Purchaser objects to such new exception, in which event such new exception shall constitute a Title Defect and the Scheduled Closing Date shall be extended as necessary to afford Seller and Purchaser the consideration and response periods contemplated by Section 6.3(a) and as otherwise contemplated therein. In the event Seller does not receive notice of such new exception by the Title Commitment New Objection Date, TIME BEING OF THE ESSENCE, Purchaser will be deemed to have accepted the new exception as a Permitted Exception. (c) All taxes, water rates or charges, sewer rents and the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created byassessments, under or through Sellerplus interest and penalties thereon, which on the Closing Date are liens against the Real Property and which Seller shall cause is obligated to pay and discharge will be released at or prior to Closing (with Seller having the right to apply credited against the Purchase Price or (subject to the provision for apportionment of taxes, water rates and sewer rents herein contained) and shall not be deemed a portion thereof for Title Defect. In addition, inasmuch as the payment of such purpose)items is the Tenant’s responsibility, and Seller such items constitute additional rent under the Lease, after the Closing such sums shall deliver be treated as Delinquent Rental pursuant to Section 10.4 below. If on the Property free and clear of any such monetary liens; provided, however, if a judgment lien, lis pendens, mechanic's lien or lien claim, or other encumbrance is Closing Date there shall be security interests 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requestedReal Property, such consent items shall not be unreasonably withheld Title Defects if (i) the personal property covered by such security interests is no longer in or delayed). The term "Permitted Exceptions" on the Real Property, (ii) such personal property is owned or leased by the Tenant, or (iii) the security interest was filed more than five (5) year prior to the Closing Date and was not renewed. (d) If on the Closing Date the Real Property shall mean: the specific exceptions in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company be affected by any lien which Seller has not agreed elected to attempt to remove or is otherwise obligated to remove pursuant to the express provisions of this Agreement, then Seller shall not be required to discharge or satisfy the same of record provided that Escrow Agent either omits the lien as an exception from the Title Commitment as or insures against collection thereof from out of the end Real Property, and a credit is given to Purchaser for the recording charges for a satisfaction or discharge of such lien. (e) No franchise, transfer, inheritance, income, corporate or other tax open, levied or imposed against Seller or any former owner of the Title Property, that may be a lien against the Property on the Closing Date, shall be an objection to title if the Escrow Agent insures against collection thereof from or out of the Real Property and/or the Improvements, and Survey Review Period (except provided further that Seller deposits with the Escrow Agent a sum of money or a parental guaranty reasonably sufficient to secure a release of the extent Property from the lien thereof. If a search of title discloses judgments, bankruptcies, or other returns against other persons having names the same are as or similar to that of Seller, Seller will deliver to Purchaser an affidavit stating that such judgments, bankruptcies or other returns do not apply to Seller, and such search results shall not be modified 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 Closingdeemed Title Defects.

Title Review. During 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 Survey Review Periodshall constitute additional Permitted Exceptions. In the event Buyer timely delivers the Title Objection Letter, Purchaser Seller shall review 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 deemed to have elected not to eliminate or to modify any matters affecting title to the Property as disclosed by other than the Title Commitment and the SurveyRemoved Liens. Seller shall have no obligation to cure so eliminate or modify any unacceptable exceptions or matters affecting title to 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 has not agreed to endeavor to eliminate or modify a Buyer's title objection, other than Removed Liens, Buyer shall, prior to the end of the Due Diligence Period, either (a) waive in writing such objections except monetary liens of an ascertainable amount created byand accept title to the Property subject to such title objections, under or through (b) terminate this Agreement by notice to Seller, in which liens event the Deposit shall be paid to Buyer and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of 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 cause have five (5) Business Days following the giving of written notice by Buyer to be released at Seller objecting to such New Exception(s) to notify Buyer in writing whether or prior not Seller elects 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 monetary liens; provided, 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, thenendeavor, 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) terminate this Agreement and obtain a return of the Deposit within three (3) Business Days and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement. If Buyer fails to object to or waive in writing any New Exceptions within three (3) Business Days after Buyer first discovers or learns about such New Exceptions as described above, then such New Exceptions shall be deemed to be additional Permitted Exceptions. (i) Seller shall have a reasonable period be entitled to one or more extensions of time, the Closing Date (not to exceed thirty (30) days from in the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in a manner sufficient aggregate) for the Title Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove purposes of removal of any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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 Closingtitle.

Title Review. During the Title and Survey Review Period, Purchaser Buyer shall review title to the Real Property as disclosed by the Title Commitment 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 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 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 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 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 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 objections except monetary 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 an ascertainable amount the deeds of trust and/or mortgages created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose). Notwithstanding, in no event shall Buyer be deemed to approve any mechanics’ liens (not caused by Buyer), tax liens, judgment liens, and Seller shall deliver other monetary liens and financial encumbrances which encumber the Property free Property, other than the lien for any non-delinquent real and clear personal property taxes and assessments, all of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up paid by Seller at or prior to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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. 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 have no obligation to cure title objections except financing liens or monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). After the Inspection Period, Seller shall not consent to any additional encumbrances or any other matters that would become an exception to title as of the date of Closing, except for any easements that Seller is required to grant pursuant to the 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, as of the effective date of the Title Commitment, 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 (except to the extent the same are to be modified 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. 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 which are scheduled on Exhibit A-2, attached hereto and made a part hereof.

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 have no obligation to cure title objections except monetary financing liens and mechanic’s liens of an ascertainable amount created by, under or through by Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through by Seller after the Effective Date without Purchaser's ’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, as of the effective date of the Title Commitment, Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Inspection Period (except to the extent the same are to be modified 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 PeriodPeriod (or if Purchaser does not obtain a survey or an update to the Survey, all matters that a current, accurate survey of the Property would show); real estate taxes not yet due and payable; rights of tenants, as tenants only, Tenant under the LeasesLease; 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 licensees under any Service Contracts not terminated as of Closing. Purchaser shall have no right to object to, request revision of or otherwise seek modification, amendment or alteration of, any Permitted Exception. Any new title exception arising after the expiration of the Inspection Period that materially affects the current use and operation of the Property or increases any obligations for the Property or constitutes a monetary lien shall in no event be deemed a Permitted Exception, unless Purchaser has approved the same in its sole and absolute discretion.

Title Review. During Within the thirty (30) days following the later of the Effective Date or Buyers receipt of the Title Commitment (“Title and Survey Review Period”), Purchaser Buyer shall review title to the Real Property as disclosed by the Title Commitment and the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created bySurvey (collectively, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayedEvidence”). The term "Permitted Exceptions" shall mean: the specific exceptions All matters shown in the Title Commitment, as Evidence (if any) that are not objected to by Buyer by delivery of the effective date of the written notice thereof (“Buyer’s Title Commitment, that the Title Company has Objection Notice”) to Seller not agreed to remove from the Title Commitment as of later than the end of the Title and Survey Review Period (except shall be conclusively deemed to be accepted by ▇▇▇▇▇. If Buyer timely delivers to Seller Buyer’s Title Objection Notice specifying Buyer’s objection to any title exception pertaining to the extent Real Property shown in the same are Title Evidence (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 is able and willing to be modified pursuant eliminate or cure some or all of such Title Objections, Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s Title Objection Notice (“Seller’s Notice Period”) of those Title Objections Seller intends to the terms hereofeliminate or cure (said notice hereinafter called “Seller’s Title Notice”) and that in which case the elimination or curing by 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 Title Objections specified by Seller for cure or licensees under License Agreements; and any licensees under any Service Contracts not terminated as of Closing.elimination in Seller’s Title Notice no later than ten

Title Review. During Within the Due Diligence Period, Buyer shall review the Title and Survey Review Commitment and, on or before the expiration of the Due Diligence Period, Purchaser shall review notify Seller what exceptions to title, if any, will be accepted by Buyer. Only those exceptions approved by ▇▇▇▇▇ in writing shall constitute “Approved Exceptions”. Seller shall attempt to remove all exceptions that are not Approved Exceptions prior to the Closing Date, but Seller shall not be required to institute any litigation or incur any cost to do so, provided ▇▇▇▇▇▇ agrees to pay any monetary liens (including all taxes) 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 be able to remove an exception (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 objection to such exception and accepts such title as disclosed by Seller is willing to convey, or (ii) terminates this Agreement, in which event the Deposit shall be returned 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 (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 Survey“Amendment Objections”). Seller shall have no obligation attempt to cure title objections except 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 ▇▇▇▇▇▇ 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 an ascertainable amount created bythe Amendment Objections (other than a monetary lien), under or through then, within ten (10) days of such notice from Seller, which liens Seller shall cause to be released at 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 with Seller having the right respect to apply monetary liens, which shall be deducted from the Purchase Price or a portion thereof for such purposePrice), or (ii) terminates this Agreement, in which event the Deposit shall be returned to Buyer and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 neither party shall have a reasonable period of time, not to exceed thirty (30) days from the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien any further rights or lien claim in accordance with applicable law and otherwise in a manner sufficient for the Title Company to issue the Title Policy without exception to said lien or lien claimobligations under this Agreement. The Approved Exceptions, and any other exceptions which Buyer approves in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing writing shall be extended, if necessary, up referred to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after hereinafter as the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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. During Buyer shall have ten (10) business days after its receipt of the Title and Survey Review Period, Purchaser shall review title to the Property as disclosed by 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 ▇▇▇▇▇ 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. Seller shall have no obligation In addition to cure title objections except monetary liens the matters listed in paragraph (B) of an ascertainable amount created bythis Section 7, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, however, if item to which Buyer shall not timely object shall be deemed 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“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 have a reasonable period the option, but not the obligation to satisfy them prior to the fifth day preceding the expiration of timethe Feasibility Period (as that term is defined in Section 8. of this Contract), but Seller shall not be required to exceed thirty incur any cost to do so. If Seller delivers written notice to Buyer at least five (305) days from before the date Seller first has actual knowledge expiration of the filingFeasibility Period that Seller is unable or unwilling to satisfy such objections, Buyer must elect, prior to the expiration of the Feasibility Period, to either accept such title as Seller is able to convey or terminate this Contract by written notice to Seller delivered within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller Feasibility Period. Whether Buyer elects to dispute and "bond around" accept such title as Seller may convey, or terminate the Contract, as contemplated by the immediately preceding sentence, ▇▇▇▇▇ shall have no other rights or remedies against Seller because of Seller's inability to cure said lien title objections or lien claimconvey such title. Should Buyer fail to expressly elect to accept such title as Seller may convey or terminate this Contract within the allotted period, then the Closing Buyer shall be extendeddeemed to have elected to accept such title as Seller may convey. Notwithstanding anything contained herein to the contrary, if necessarySeller may not, up to said thirty (30) day period. Seller further agrees to remove at any exceptions or encumbrances to title which are voluntarily created by, under or through Seller time after the Effective Date without Purchaser's consent (if requestedand during the pendency of this Contract, such consent shall not be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions in the Title Commitmentplace any encumbrances and/or restrictions, as of the effective date of 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 (except to the extent required by applicable law, on the same are Property without the prior written consent of Buyer, not to be modified 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 Closingunreasonably withheld.

Title Review. During Seller shall cause First American Title Insurance Company (the “Title Company”) to 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 and Survey Company, describing the state of title of 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 (“Survey”). Buyer shall have until 5:00 p.m. on May 10, 2017 (the “Title Review Period”) within which to notify Seller in writing (a “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 within the Title Review Period, Purchaser Buyer shall review be deemed to have approved the title to the Property as disclosed by shown in the Title Commitment Documents and all matters shown on the Survey. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose)if any, and Seller shall deliver the Property free and clear of any such monetary liens; provided, however, if exceptions or matters shall become “Permitted Exceptions.” If Buyer timely provides 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 optionDefect Notice, Seller shall have a reasonable period five (5) days after receipt of timethe Defect Notice (the “Title Cure Period”) in which to elect, by written notice to Buyer, either (i) to cure Buyer’s objections (to Buyer’s satisfaction), or (ii) not to exceed thirty cure Buyer’s objections except for those matters which Seller is expressly obligated to remove pursuant to this Agreement. In the event Seller fails to timely provide such written notice of its election to proceed under clause (30i) days from 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 otherwise remedy the date Seller first has actual knowledge of the filing, within which to dispute and/or "bond around" said lien or lien claim objections set forth in accordance with applicable law and otherwise Seller’s response notice in a manner sufficient for the Title Company reasonably acceptable to issue the Title Policy without exception to said lien Buyer on or lien claimbefore Closing, and in the event Seller elects is unable to dispute and "bond around" said lien remove or lien claimremedy such objections in a manner reasonably acceptable to Buyer on or before Closing, then the Closing Buyer shall be extendedentitled to terminate this Agreement or elect to proceed to Closing. Upon any such termination, if necessaryEscrow Holder shall promptly return the Deposit to Buyer and the parties shall have no further rights or obligations hereunder 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, up to said thirty then, within three (303) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller business days after the Effective Date without Purchaser's consent last day of the Title Cure Period Buyer shall either (if requestedx) terminate this Agreement by giving a written termination notice to Seller, such consent at which time Escrow Holder shall not promptly return the Deposit to Buyer and the parties shall have no further rights or obligations hereunder except as otherwise expressly provided herein, or (y) waive the uncured objections by proceeding to Closing and thereby be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions deemed to have approved Buyer’s title as shown in the Title CommitmentDocuments and the Survey, as of the effective date of the Title Commitmentif any, that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period (except to the extent the same are to be modified 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 Closingsuch uncured objections shall become Permitted Exceptions.

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 ▇▇▇▇▇▇▇ 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 have no obligation to cure title objections except monetary matters that Seller agrees to cure in Seller’s Cure Notice, financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary financing liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further her agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's ’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "“Permitted Exceptions" ” shall mean: (i) the specific exceptions matters shown in the Title CommitmentCommitment or Survey to which Purchaser does not object, as or that Seller elects not to cure without a resulting termination of the effective date of the Title Commitment, that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title Agreement by Purchaser and Survey Review Period (except to the extent the same are to be modified pursuant to the terms hereofii) 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 onlyif any, under the Leases; rights of tenants and licensees or licensees vendors under License Agreements; and any licensees under any Agreements or Service Contracts not terminated as of Closing.

Title Review. During the Title and Survey Review Inspection Period, Purchaser shall have the right to review title and survey matters with respect to the Property as disclosed by the Title Commitment and the SurveyProperty. Seller shall have no obligation to cure title objections except monetary liens of an ascertainable amount (but expressly excluding any lien that is caused to be created by, under or through a Tenant) created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's ’s consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "“Permitted Exceptions" ” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment, as of the effective date of the Title Commitment, Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Inspection Period (except to the extent the same are to be modified 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 PeriodPeriod (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, as tenants only, 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 have no obligation to cure title objections except monetary financing liens of an ascertainable amount created by, under or through by Seller, which liens Seller shall cause to be 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 monetary financing liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through by Seller after the Effective Date without Purchaser's ’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, as of the effective date of the Title Commitment, 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 (except to the extent the same are to be modified pursuant to the terms hereof) and that Seller is not required to remove as provided aboveabove (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 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, Seller under the LeasesLease (defined below); rights of tenants local, state and federal laws, ordinances or licensees under License Agreementsgovernmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; and any licensees under any Service Contracts not terminated as of Closing. Purchaser shall have no right to object to, request revision of or otherwise seek modification, amendment or alteration of, any Permitted Exception. Purchaser’s failure to provide title objections shall be deemed acceptance of the state of title, and Seller’s failure to respond to any notice delivered by Purchaser shall be deemed Seller’s election not to address any of the objections.

Title Review. During the Title and Survey Review PeriodOn or before October 15, 2025, Purchaser shall review 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”). It is understood and agreed that the Greentree Property currently is not legally subdivided, and that that it may not be legally subdivided at the time speciied for Closing. That the Greentree Property and/or the Property is not legally subdivided shall not be an Unpermitted Matter and shall not excuse Purchaser from its obligation to settle, nor from any other obligation which it has under this Agreement. 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 (a) 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 (b) 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 pay off on or before the Closing any monetary liens (e.g., mortgages, judgments, mechanic’s liens or tax liens) affecting the Property. Seller shall not change the status of title to the Property as disclosed by between the Title Commitment Effective Date and the Survey. Seller shall have no obligation Closing without notification to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or the Purchaser prior to Closing (with Seller having the right identifying Seller’s successor and without first providing a copy of this executed Agreement to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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’s successor.

Title Review. During 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 and Survey Documents. Buyer shall notify Seller in writing within the Title Review PeriodPeriod 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 in writing within the Title Review Period of any such disapproval of the matters disclosed by Buyer’s review of the Title Documents, Purchaser shall review the state of title to the Property as disclosed by the Title Commitment shall be deemed approved, and the Surveyright of termination provided below in this Section 2.2 shall automatically terminate. In the event Buyer does so notify Seller shall have no obligation of its objection to cure the state of title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be 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 monetary liens; provided, 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 optionProperty, Seller shall have a reasonable period of time, not to exceed thirty fifteen (3015) days from the date Seller first has actual knowledge receipt of Buyer’s notice of disapproval to determine whether it is desirable or feasible, in Seller’s discretion, to have the filing, within which disapproved items removed or modified 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 Company to issue the Title Policy without exception to said lien or lien claim, and in Buyer’s satisfaction. In the event Seller elects does not notify Buyer within said fifteen (15) day period that it intends to dispute and "bond around" said lien remove or lien claimmodify such disapproved items, then the Closing Seller shall be extended, if necessary, up deemed to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has not have irrevocably agreed to remove from or modify (as the Title Commitment as of case may be) such disapproved items and this Agreement shall continue in force and effect and Seller shall remove or modify the end of the Title and Survey Review Period (except disapproved items on or prior to the extent Closing Date. If Seller does notify Buyer within such ten (10) day period that it intends to remove or modify such disapproved items, then this Agreement shall continue in full force and effect and Seller shall remove or modify the same are to be modified pursuant disapproved items on or prior 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 ClosingClosing Date.

Title Review. During Buyer is satisfied with the Title and Survey Review Period, Purchaser shall review status of title to the Property as disclosed by the Title Commitment Report and the Survey. Seller In that regard: (i) Buyer shall have no obligation twenty (20) business days (the "Review Period") following receipt of the Title Report in which to cure review and to give Seller and Escrow Agent written notice of any title objections except monetary liens of an ascertainable amount created byexception which is unacceptable to Buyer ("Buyer's Objection Notice"), under in ▇▇▇▇▇'s sole and absolute discretion (each such matter or through Sellerexception, which liens Seller shall cause to be released at or a "Disapproved Matter"). If, prior to Closing Closing, Escrow Agent issues a supplemental or amended title report showing additional title exceptions (with Seller having the right to apply the Purchase Price or a portion thereof for such purposean "Amended Title Report"), and Seller shall deliver the Property free and clear of any such monetary liens; provided, 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 Buyer shall have a reasonable period of time, not to exceed thirty five (305) days from the date Seller first has actual knowledge of receipt of the filingAmended Title Report and a copy each document referred to in the Amended Title Report in which to give notice of dissatisfaction as to any additional Disapproved Matters (a "Supplemental Review Period"). If Buyer does not object to an exception to title as disclosed by the Title Report or an Amended Title Report within the applicable time period, such matter or exception shall be deemed to have been approved by Buyer. (ii) If Buyer timely notifies Seller and Escrow Agent of its Disapproved Matter(s), Seller shall, within which ten (10) business days following Seller's receipt of Buyer's written notice of Disapproved Matter(s), notify Buyer and Escrow Agent in writing that: (A) Seller will remove or correct such Disapproved Exceptions as of or before the Closing; or (B) will not remove any or certain specified Disapproved Matter(s). If Seller does not respond within such period, Seller shall be deemed to dispute and/or "bond around" said lien have elected option (B) above. (iii) If Seller notifies Buyer in writing that it is unable or lien claim in accordance with applicable law and unwilling to have the Disapproved Matter(s) removed or is otherwise in a manner sufficient for unable to cure some or all of the Title Company Disapproved Matter(s) to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claimBuyer's satisfaction, then prior to the expiration of the Feasibility Contingency Period, Buyer may elect either: (A) To terminate this Agreement and receive all ▇▇▇▇▇▇▇ Money then in Escrow (and any interest earned thereon) and thereafter the parties shall have no further rights or obligations under this Agreement except those rights which specifically survive termination; or (B) to take title subject to the Disapproved Matter(s). If ▇▇▇▇▇ does not respond prior to the expiration of the Feasibility Contingency Period, Buyer shall be deemed to have elected this option (B). (iv) Notwithstanding anything in this Agreement to the contrary, title to the Property shall be delivered to Buyer at the Closing shall be extended, if necessary, up to said thirty free and clear of all monetary liens and encumbrances (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after other than the Effective 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 in the Title Commitment, as of the effective date of 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 (except to the extent the same are to be modified 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; lien for current real estate property taxes not yet due and payable; rights ) voluntarily placed on the Property by Seller and such monetary liens and encumbrances shall be released from the Property by Seller at Seller's sole expense on or before the Closing. All such liens and encumbrances are disapproved for the purposes of tenantsthis Section, and Buyer need not give any further notice of disapproval as tenants only, under to those items. (v) The matters shown in the Leases; rights of tenants or licensees under License Agreements; Title Report and any licensees under Amended Title Report (other than standard printed exceptions and exclusions that will be included in the title policy) that are approved or deemed approved by Buyer in accordance with this Section 5.1(a), the Survey matters that are approved or deemed approved by Buyer, and any Service Contracts not terminated other matters approved by Buyer in writing, are referred to in this Agreement as of Closingthe "Approved Title Exceptions".

Title Review. During the Title and Survey Review Contingency Period, Purchaser Buyer shall review title to the Property as disclosed by the Title Commitment and any surveys of the SurveyProperty it elects to obtain and, at least sixty (60) days before the expiration of the Contingency Period, shall notify Seller what exceptions to title, if any, are disapproved by Buyer (“Disapproved Exceptions”). All exceptions not timely disapproved by Buyer, together with pro-rated real estate taxes and assessments not due and payable, shall constitute permitted exceptions (“Permitted Exceptions”). Seller will have ten (10) days after receipt of Buyer’s notice of Disapproved Exceptions to give Buyer notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Buyer notice before the expiration of the ten (10) day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. If Seller elects (or is deemed to have elected) not to remove any Disapproved Exceptions, Buyer shall have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing seven (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 monetary liens; provided, 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 (307) days from receipt of Seller’s notice to notify Seller of Buyer’s election either (i) to proceed with the date Seller first has actual knowledge purchase and take the Property subject to those exceptions without deduction from the Purchase Price, or (ii) to terminate this Agreement and receive a refund of the filing, within which ▇▇▇▇▇▇▇ Money. If Buyer fails to dispute and/or "bond around" said lien or lien claim in accordance with applicable law and otherwise in a manner sufficient for give Seller notice before the Title Company to issue expiration of the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty seven (307) day period. Seller further agrees , Buyer will be deemed to remove any have elected to proceed with the purchase and take the Property subject to those exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date of the Title Commitment, that the Title Company has not agreed to remove deduction from the Title Commitment as of Purchase Price. If Buyer elects to terminate this Agreement under this Section 3.2, the end of escrow will be terminated, the Title ▇▇▇▇▇▇▇ Money and Survey Review Period (except interest accrued thereon will be returned immediately to Buyer, all documents and other funds will be returned to the extent the same are to be modified pursuant to the terms hereof) party who deposited them, and that Seller is not required to remove neither party will have any further rights or obligations under this Agreement except as otherwise 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 Closingin this Agreement.

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 have no obligation to cure title objections except monetary liens of an ascertainable amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing Within ten (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 monetary liens; provided, 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 (3010) days from the date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective 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 in the Title Commitment, as of the effective date receipt of the Title Commitment, that the Title Company has 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 ▇▇▇▇▇▇’s receipt of Buyer’s objections whether or not agreed 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 remove) or cure an objection, then, within five (5) business days after Buyer’s receipt of such notice from Seller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller either that Buyer (i) waives the objection to such exception and accepts such title as Seller is willing to convey, or (ii) terminates this Agreement, in which event Escrow Agent shall return the ▇▇▇▇▇▇▇ 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 Feasibility Period, Title Company discovers the need to amend or add any exception to the Title Commitment (whether as a result of receipt of the end Updated 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 the Title such intervening lien or matter, ▇▇▇▇▇ shall notify Seller in writing of any objections thereto, and Survey Review Period ▇▇▇▇▇’s rights hereunder to object and terminate shall be as set forth above in this Section 5. If Buyer fails to notify Seller of such objection within such five (except 5) business-day period, Buyer shall be deemed to have waived any objection and accepted all such exceptions. Prior to the extent Closing Date, Seller shall cause removal of all exceptions so objected to by ▇▇▇▇▇. Any and all exceptions that ▇▇▇▇▇ does not timely object to in writing, or subsequently waives objection to, shall be referred to hereinafter as the same are to be modified 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“Permitted Exceptions.”

Title Review. During the Title and Survey Review 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 have no obligation to cure title objections except monetary financing liens of an ascertainable amount created by, under or through Seller or that are held by Seller or an affiliate of Seller, which liens Seller shall cause to be 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 monetary financing liens; provided, 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 date Seller first has actual knowledge of the filing, within 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 Company to issue the Title Policy without exception to said lien or lien claim, and in the event Seller elects to dispute and "bond around" said lien or lien claim, then the Closing shall be extended, if necessary, up to said thirty (30) day period. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's ’s consent (if requested, 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 extent Seller shall not commit in writing to cure the same as of Closing, Purchaser shall have the right, upon notice to Seller on or before expiration of the 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 further liability or obligation hereunder, except for such liability and obligation expressly set forth herein to survive such termination. The term "“Permitted Exceptions" ” shall mean: (i) the specific exceptions in the Title CommitmentCommitment (x) to which Purchaser does not object in the Objection Notice, as or (y) to which Purchaser does object in the Objection Notice but which Seller does not agree, by written notice to Purchaser given within ten (10) days after Seller’s receipt of the effective date of the Title CommitmentPurchaser’s Objection Notice, to cure at or prior to Closing; (ii) exceptions that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Inspection Period (except to the extent the same are to be modified pursuant to the terms hereof) and that Seller is not required to remove as provided above; (iii) matters created by, through or under Purchaser; items (iv) matters shown on the Survey as of the date of the Survey which have not been removed as of the end of the Inspection PeriodPeriod (or if Purchaser does not obtain a Survey, all matters that a current, accurate survey of the Property would show); (v) real estate taxes and installments of assessments not yet due and payable; rights of tenants, as tenants only, under the Leases; (vi) rights of tenants or licensees under License Agreementsany Leases; and (vii) any licensees under and all provisions of law or municipal ordinances, 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 Real Property or any Service Contracts not terminated as of Closingportion thereof.