Common use of Title Clause in Contracts

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the Inspection PeriodALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the Purchaser shall obtain amount of the Purchase Price, from a title company selected of Purchaser’s choosing. Such title evidence shall be prepared and issued by Purchaser a preliminary . Seller shall pay the state filed title commitment premium for the Property (along with legible copies applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all documents creating exceptions thereunder)lender required title insurance premiums and endorsements, the title commitment, and the Purchaser shall promptly examine the preliminary title search/exam cost. The title commitment shall be continued to the date of Closing and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in show record title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that marketable in the case name of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement free and receive a refund of the entire Depositclear from material defects, in which event, neither party shall have a claim against the other under this Agreementliens and encumbrances, except as otherwise expressly (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement; , (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (iid) waive rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the uncured Title Objections Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and close under (g) restrictions and utility easements of record (unless they unreasonably interfere with the terms location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this AgreementAgreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. During Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the Inspection PeriodALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the Purchaser shall obtain amount of the Purchase Price, from a title company selected of Purchaser’s choosing. Such title evidence shall be prepared and issued by Purchaser a preliminary . Seller shall pay the state filed title commitment premium for the Property (along with legible copies applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all documents creating exceptions thereunder)lender required title insurance premiums and endorsements, the title commitment, and the Purchaser shall promptly examine the preliminary title search/exam cost. The title commitment shall be continued to the date of Closing and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in show record title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that marketable in the case name of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement free and receive a refund of the entire Depositclear from material defects, in which event, neither party shall have a claim against the other under this Agreementliens and encumbrances, except as otherwise expressly (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement; , (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (iid) waive rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the uncured Title Objections Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and close under (g) restrictions and utility easements of record (unless they unreasonably interfere with the terms location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this AgreementAgreement and the termination procedures in Paragraph 21 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. During Title is to be conveyed subject to all restrictions, easements and covenants of record, and subject to zoning ordinances or laws of any governmental authority. Possession of property is to be given at closing. Purchaser shall have performed, at Seller’s expense, a title search by the title company listed above and have a commitment for an owner’s title insurance policy issued during the Inspection Period. If such title commitment reveals restrictions, building lines, easements or other matters which are contrary or adverse to Purchaser’s intended use of the Property or which are otherwise unacceptable to Purchaser, Purchaser shall obtain so notify Seller within five (5) days from a the date of receipt of the title company selected by Purchaser a preliminary commitment. Seller may, at its option, remove or otherwise remedy such unacceptable title commitment for the Property issues within twenty (along with legible copies 20) days of all documents creating exceptions thereunder)receipt of such notification, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, provided however, that title objections which can be removed by the Purchaser shall have no obligation to object to defects relating payment of money may be removed at the time of closing, including but not limited to deeds of trust, mechanics’ liensmortgages, judgments and liens for sums definite. If Seller is unable or any other defect which may unwilling to remove or remedy such title issues within such time, Purchaser may, at its option, terminate this contract and all ▇▇▇▇▇▇▇ money will be cured by returned to Purchaser. a. In the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, event that in the case of defects which arise after the effective date of the Purchaser’s title commitment for construction of improvements or other work upon the Property (“Post- Commitment Defects”) and causes damage to the subdivision in which the Purchaser objectsProperty is located, including without limitation curb, gutter and landscaping, the Purchaser shall notify the Seller of shall, at its sole expense, repair and/or replace such objections prior damages to the Closing (satisfaction of the Seller, the homeowner’s association, and any defect applicable public authority. b. Purchaser accepts the Property in title its existing condition, no warranties or representations having been made by Seller or their representative which are not expressly stated herein. Seller conveys the Property to Purchaser AS IS, WHERE, IS, AND WITH ALL FAULTS. Any relocation of above or below ground utilities, including, but not limited to above ground transformers, telephone pedestals/boxes, Cable TV pedestals/boxes, wire, cable, pipe, and/or conduit shall be at Purchaser’s expense. Purchaser agrees to indemnify and hold Seller harmless against any claim, liability, damage or cost in connection with Purchaser’s development of the Property, which obligation shall survive Closing. Purchaser shall, in the development of the Property and thereafter, provide adequate drainage so as not to adversely affect the Property or any property adjacent thereto before, during and after construction. The Purchaser is responsible for all storm water discharge and water pollution regulations. Should the development receive any fines or costs associated with violations of storm water discharge rules or siltation due to the actions or inaction of the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleor any builder, and then the Purchaser shall apply pay all such costs. The Property may be natural ground, filled land or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defectspartially filled land. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) responsible or liable for any claims of Section 4 hereof. In the event the Seller elects not to cure all any kind or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice character related to the Seller, to either: (i) terminate this Agreement and receive a refund fill or soil conditions of said Property. Seller makes no warranty concerning the entire Deposit, in degree of rainwater inundation that may result on the aforementioned lots since said inundation can be expected with rainfall which event, neither party shall have a claim against exceeds the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive design standards. c. Seller will not be responsible for any trees that die upon the uncured Title Objections and close under the terms of this AgreementProperty.

Title. During The Purchaser agrees to take title to the Inspection PeriodProperty subject to all restrictions, easements, encroachment agreements, existing encroachments from neighbouring properties, conditions or covenants that run with the Lands, noise attenuation agreements, and subject to all rights, licences and easements now registered or to be registered hereafter for the supply and installation of telephone services, electricity, gas, sewers, water, television and/or cable facilities and other services to or for the benefit of the Condominium or any adjacent or neighbouring properties, or which may be required by the Vendor, the Declarant, or any owners of neighbouring or adjacent properties for access to or entry from such properties (including, without limitation, easements, rights of way, reciprocal easements and cost sharing agreements, and/or other agreements for access, service, support or other amenities), and further subject to all development, site plan, subdivision or other municipal agreements or similar agreements entered into with any other governmental authorities and any agreements by which the Condominium may agree to comply with the terms thereof (all such agreements being hereinafter collectively referred to as the “Development Agreements”), and subject to the terms and conditions contained in the registered Condominium Documents (being any and all documents which are or will be registered by the Declarant to create and govern the Condominium) and pursuant to any of the Condominium Documents. The Purchaser shall obtain further agrees to accept title to the Property subject to the Condominium Documents being registered on title, notwithstanding that they may be amended and varied from a title company selected by the proposed Condominium Documents which were given to the Purchaser a preliminary title commitment when entering into this Agreement. The Purchaser further acknowledges that the registered Condominium Documents and final budget statement for the one (1) year period immediately following registration of the Condominium may vary from the proposed Condominium Documents and budget statement given to the Purchaser when entering into this Agreement, and the Purchaser hereby acknowledges and agrees that in the event there is a material amendment to any of them, the Purchaser’s only remedies shall be those provided by the Act, notwithstanding any rule of law or equity to the contrary. The Vendor shall not be obligated to obtain nor register on title to the Property (along with legible copies a release of all documents creating exceptions thereunder)any of the Development Agreements or of the aforementioned registered restrictions or covenants, and the Purchaser shall promptly examine satisfy himself as to the preliminary title commitment compliance therewith. The Purchaser agrees to observe and documents relating theretocomply with the terms and provisions of the Development Agreements and all restrictions and covenants registered on title. Within The Purchaser further acknowledges and agrees that retention by the Inspection Periodmunicipality or by any other relevant governmental authorities of security (in the form of letters of credit, performance bonds, etc. satisfactory to such municipality or governmental authorities) intended to guarantee the Purchaser shall notify the Seller fulfillment of any defects in title in such commitment to which outstanding obligations under the Purchaser objects; providedDevelopment Agreements shall, however, that for the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds purposes of the Purchase Price at Closing (“Lien Defects”); provided furtherpurchase and sale transaction contemplated hereunder, that be deemed to be in satisfactory compliance with the case of defects which arise after the effective date terms and provisions of the Purchaser’s Development Agreements. The Purchaser further agrees to accept title commitment for subject to one or more blanket mortgages encumbering the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleProperty, and the Purchaser agrees that the Vendor shall apply all or any portion not be obliged to obtain and register (partial) discharges of such mortgages on the Purchase Price at Title Closing in Date. The Purchaser agrees to accept an undertaking from the amount necessary Vendor’s solicitor to cure Lien Defects. For any obtain and register partial discharges of such mortgages, insofar as they encumber the Property, as soon as reasonably possible after the Title Objections (other than Lien Defects) wherein Closing Date, subject to the Vendor providing to the Purchaser has delivered notice or to the Seller of the Purchaser’s objection thereto, solicitor the Seller shall have fifteen following: (15i) days a mortgage statement or letter from the receipt mortgagee(s) confirming the amount required to be paid to the mortgagee(s) to obtain a discharge (or partial discharge) of such notice or notices within which the mortgage with respect to notify the Purchaser as to whether Property; (ii) a direction from the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Vendor to the Purchaser electing to cure any pay said amount(s) to the mortgagee(s) on the Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date to obtain a discharge (or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (ipartial discharge) of Section 4 hereof. In the event mortgage(s) with respect to the Seller elects not Property; and (iii) an undertaking from the Vendor’s solicitors to cure all deliver said amount(s) to the mortgagee(s) and to register the discharge (or any partial discharge) of the Title Objections, or elects mortgage(s) with respect to cure but fails the Property upon receipt thereof and to successfully cure any Title Objections prior to Closing, advise the Purchaser shall have or the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementPurchaser’s solicitors concerning registration particulars.

Title. During the Inspection Period, the Purchaser Seller shall obtain from a title company selected by furnish Purchaser a preliminary Commitment for a Title Insurance Policy. Such title commitment evidence shall be prepared and issued by . Seller shall pay for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds costs of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date title search/examination as well as one half of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention premium cost of the parties that Lien Defects shall automatically qualify as objections to title, Owner’s Policy of Title Insurance based upon the purchase price. All other title insurance costs and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised expenses will be paid by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller The title evidence shall be deemed continued to have elected not the date of Closing, shall bear a stated liability equal to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 Purchase Price of the Property, shall be deemed “Permitted Exceptions.” In issued by a responsible title company, and shall show record title to be marketable in the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) name of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement free and receive a refund of the entire Depositclear from material defects, in which event, neither party shall have a claim against the other under this Agreementliens and encumbrances, except as otherwise expressly (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement; , (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (iid) waive rights of tenants specifically disclosed to Purchaser in Paragraph 28 or the uncured Title Objections Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and close under (g) restrictions and utility easements of record (unless they unreasonably interfere with the terms location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this AgreementAgreement and the termination procedures in Paragraph 21 shall apply.

Title. During Lessee shall promptly order at its sole cost and expense (i) a current commitment for owner’s and/or leasehold title insurance covering the Premises and all beneficial easements and (ii) a current instrument survey dated after the date of this Lease certified to Lessee and Lessee’s title insurer prepared by a licensed land surveyor according to 2011 ALTA/ASCM Standards showing the boundaries of the Premises, the location of any easements (benefiting and burdening), rights-of-way, improvements and encroachments thereon and certifying the number of acres (the “Survey”). Lessee may order at its sole cost and expense UCC and other searches. Lessee shall have the right to raise objections to the status of title to the Premises. Without limitation, one or more liens, encumbrances, restrictions, covenants, easements, rights of way or other matters affecting title shall constitute title defects to which Lessee may object, in Lessee’s sole and absolute discretion. If Lessee raises any objections to title to the Premises, Lessee shall notify Lessor, in writing, of such objections no later than the end of the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing Period (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment DefectsTitle Objection Notice”) and if Lessee fails to which the Purchaser objects, the Purchaser provide such notice it shall be deemed to have waived any and all title objections except for “Must Cure Obligations” (as hereinafter defined). Lessor shall notify Lessee, in writing, within three (3) business days after Lessor’s receipt of the Seller of such objections prior to the Closing Title Objection Notice (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsResponse”). It is the intention of the parties that Lien Defects ) stating (i) which objections Lessor shall automatically qualify as cure and (ii) which objections Lessor has elected not to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchasercure. If Lessor fails to furnish the Seller does not so notify the Purchaser Title Response to Lessee within such 15 three (3) business day period, the Seller Lessor shall be deemed to have elected not to cure such any of Lessee’s title objections. If Lessor elects in the Title ObjectionsResponse not to cure all of Lessee’s title objections set forth in the Title Objection Notice, Lessee may terminate this Lease by providing written notice to Lessor within three (3) business days following Lessee’s receipt of the Title Response. All exceptions If Lessor does not furnish Lessee with a Title Response within the aforementioned three (3) business day period, Lessee may terminate this Lease by providing written notice to Lessor no later than five (5) business days after the end of the Inspection Period. If Lessor does furnish Lessee with a written response to the Title Objection Notice, but Lessor fails to cure by the Commencement Date any and all of Lessee’s title which are objections that Lessor indicated in its Title Response that Lessor would cure, then Lessee may terminate this Lease on written notice to Lessor. If Lessee does not Lien Defects and terminate this Lease as to which the Purchaser has not objected pursuant to provided in this Section 10.6 8, such uncured title objections, other than Must Cure Obligations, shall be deemed to be “Permitted Exceptions.Accepted Encumbrances” In the event the Seller has given such notice acceptable to Lessee and shall no longer be deemed objections to title. Notwithstanding anything to the Purchaser electing to cure any Title Objectionscontrary herein, the Seller Lessor shall be obligated to effect such cure the Must Cure Obligations by the Commencement Date, except for any mortgages for which Lessor obtains a Non-Disturbance Agreement. If Lessee exercises the Purchase Option, Lessor shall be obligated, no later than the closing of the sale of the Premises to Lessee, to satisfy, terminate, defease and discharge (and same not being raised as an exception to title shall be deemed Lessor’s compliance), any and all (a) mortgages, deeds of trust, assignments of leases and rents, financing statements and other financing liens and (b) mechanic’s liens, judgment liens and other monetary liens created by Lessor (collectively “Must Cure Obligations”). If Lessee exercises the Purchase Option, and if Lessor has elected not to cure or does not cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any closing of the Title Objectionssale of the Premises to Lessee, the title objections raised by Lessee as well as the Must Cure Obligations, other than Permitted Encumbrances, then Lessee may terminate this Lease and the Purchase Agreement by providing written notice to Lessor. Prior to the Commencement Date and the issuance of Lessee’s policy of leasehold title insurance, Lessee may raise title objections that arise subsequent to the issuance of Lessee’s title commitment and Lessee’s Survey, and may terminate this Lease, if such title exceptions and/or defects were not disclosed in the initial title commitment and initial survey, and are not cured by Lessor prior to the Commencement Date. For purposes of this Lease, “Permitted Encumbrances” shall mean (a) the ▇▇▇ Documents, (b) encumbrances caused by the acts or omissions of Lessee, (c) any title exceptions disclosed in Lessee’s title insurance commitment, or elects to cure but fails to successfully cure any Title Objections prior to Closing, matters shown on the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the SellerSurvey, to either: which Lessee does not object, and (id) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementany Accepted Encumbrances.

Title. During the Inspection Period, the Purchaser shall obtain from Buyer hereby acknowledges receipt of a title company selected by Purchaser a preliminary title commitment for (the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured “Title Commitment”) issued by the application of proceeds of Closing Agent as agent for (the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsInsurer”). It is Buyer hereby agrees to accept title to the intention Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment,, including all matters that would be disclosed by a current and accurate survey of the Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions and rights-of- way affecting the Property; (v) rights and claims of parties that Lien Defects shall automatically qualify as objections to title, in possession; and the Purchaser shall apply (vi) all or any portion title exceptions referenced in Schedule B of the Purchase Price at Closing in Title Commitment (the amount necessary foregoing title matters are herein referred to cure Lien Defectsas the “Permitted Title Exceptions”). For any Title Objections (Any applicable zoning ordinances, other than Lien Defects) wherein land use laws and regulations, together with taxes for the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretocurrent year and those matters, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodif any, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Seller, at any time prior its cost, shall cause the Title Insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”), insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. Buyer also acknowledges and agrees that: a. Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. b. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. c. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. d. Only the fixtures, machinery and equipment currently attached to or located upon the Property will be conveyed to Buyer. e. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During Buyers may order commitments (the Inspection Period“Leasehold Commitments”) from the Title Company to issue as of the Closing Date an ALTA lessee’s policy of title insurance (Form 2006) (the “Leasehold Title Policy”) insuring Buyers’ leasehold interest in the Leased Real Property, together with improvements, buildings and fixtures thereon, in amounts equal to the reasonable value assigned to the Leased Real Property by Buyers. Upon Sellers’ request, Buyers shall furnish Sellers a copy of the Leasehold Commitments. The Leasehold Commitments shall provide for the issuance of the Leasehold Title Policy to Buyers as of the Closing and shall insure a leasehold interest in the Leased Real Property, subject only to the Permitted Encumbrances. Buyers may order title insurance commitments for each individual property that is Owned Real Property (each, an “Individual Property”) for the issuance of title commitments (collectively, the Purchaser shall obtain from “Title Commitments”) for a title company selected insurance policy, in the current ALTA policy form (collectively the “Owned Real Property Title Policies”) insuring Buyers’ fee simple title in the Owned Real Property in amounts equal to the reasonable value assigned to the Owned Real Property by Purchaser a preliminary title commitment Buyers. The Title Commitments shall provide for the issuance of the Owned Real Property (along with legible Title Policies to Buyers as of the Closing and shall insure a fee simple interest in the Owned Real Property, subject only to the Permitted Encumbrances. Upon Sellers’ request, Buyers shall furnish Sellers copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine Commitments. Sellers agree to deliver any information as may be reasonably required by the preliminary Title Company under the requirements section of the Commitments or otherwise in connection with the issuance of the Leasehold Title Policy or the Owned Real Property Title Policies. Sellers also agree to provide an affidavit of title commitment and documents relating thereto. Within and/or such other information as the Inspection PeriodTitle Company may reasonably require in order for the Title Company to insure over the “gap” (i.e., the Purchaser shall notify the Seller period of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after time between the effective date of the Purchasertitle insurance company’s last checkdown of title commitment for to the Real Property (“Post- Commitment Defects”and the Closing Date) and to which cause the Purchaser objects, Title Company to delete all standard exceptions from the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Leasehold Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, Policy and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Owned Real Property Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.Policies;

Title. During the Inspection Period, the Purchaser (a) The Vendor shall not be obligated to obtain from a or register on title company selected by Purchaser a preliminary title commitment for to the Property (along with legible copies a release of all documents creating exceptions thereunder)any of the Permitted Encumbrances, nor shall the Vendor be obliged to remove any of the Permitted Encumbrances, and the Purchaser shall promptly examine satisfy himself or herself as to compliance therewith. If there are any outstanding work orders pertaining to the preliminary title commitment and documents relating thereto. Within Condominium on either of the Inspection PeriodOccupancy Date or the Closing Date, the Vendor shall take reasonable steps, within its discretion, to assure any relevant Governmental Authority that such outstanding work will be attended to and, notwithstanding the existence of such notice or work orders, the Purchaser shall notify complete this transaction and accept the Seller Vendor's undertaking to rectify and/or repair any work which is the subject of any defects such outstanding work orders within a reasonable time thereafter. (b) If the Property is encumbered by one or more mortgages, charges, debentures or trust deeds in title in such commitment favour of a Mortgagee that are not to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured assumed by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify accept the Seller Vendor's written undertaking to discharge the same from title within a reasonable time after the Closing Date, provided such undertaking of such objections prior the Vendor is accompanied by a written statement from the Mortgagee confirming the amount required to be paid to obtain a discharge with respect to the Closing Property, a direction from the Vendor directing payment of the amount specified by such Mortgagee, and an undertaking of the Vendor's Solicitors to register such discharge as and when received. (c) The Purchaser shall execute all documents, without payment by the Vendor which may be reasonably required in order to convey or confirm the Permitted Encumbrances and shall, if required by the Vendor, extract a similar covenant in any defect in title agreement entered into with any subsequent purchaser. (d) This Agreement shall be subordinated to which and postponed to any mortgages on the Lands arranged by the Vendor and any advances made thereunder from time to time. (e) This Agreement is personal to the Purchaser, and does not create an interest in, or a right to a lien against the Property, the Building and/or the Lands. The Purchaser shall not register, or cause to be registered on title, notice of this Agreement nor any notice thereof, nor any caution with respect thereto, nor any certificate of pending litigation or other similar court process, nor shall the Purchaser objects under this Section 10.6 in referred give, register or permit to herein as “Title Objections”). It is be registered any encumbrance against the intention Lands or sell, encumber or make any other disposition of the parties that Lien Defects shall automatically qualify as objections to titleProperty, and until after the Closing Date. Without limiting the generality of the foregoing, the Purchaser on his or her behalf and for his or her assigns and successors, further agrees that neither the Purchaser nor his or her assigns and successors shall apply all or any portion be entitled to register against the title of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice Lands or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or Property any of the Title Objectionsdocuments referred to above either before or after the Closing in order to secure a purchaser's lien and/or a right to specific performance, even if there is a default or elects breach in this Agreement by the Vendor. The Purchaser and his or her assigns and successors hereby elect to cure but fails pursue any remedy they may have against the Vendor as a claim for damages only, and not specific performance, and further waive any right to successfully cure any Title Objections prior a purchaser's lien against title to Closingthe Lands and Property. (f) The deed/transfer of the Property may contain the covenants and restrictions referred to in this Agreement. The Purchaser hereby shall abide by such covenants and restrictions after the Closing Date, and, if the Vendor so requires, the Purchaser shall have the right, exercisable at exact similar covenants and restrictions from any time prior to Closing by giving notice immediate successors in title to the SellerProperty, all of which shall be assigned to either: and for the benefit of the Vendor. Without limiting the generality of the foregoing, the Purchaser agrees that if any contemplated and/or required rights of way, easements, licences or leases have not been determined or registered on the Closing Date, then: (i) terminate this Agreement and receive a refund the transfer of the entire DepositProperty to the Purchaser may contain a covenant by the Purchaser personally and for his or her successors and assigns to grant any additional easements, in which eventrights of way, neither party shall have a claim against licences or leases as may be required by the other under this AgreementVendor, except as otherwise expressly set forth in this Agreement; declarant, developer or any municipal or governmental authority, utility or agency; (ii) waive the uncured Title Objections Purchaser personally and close under for his or her successors and assign shall be obliged to grant such easements, rights of way, licences and easements even if there is no covenant to do so in the terms transfer; (iii) the Purchaser shall execute all documents without charge which may be required to convey or confirm any such easements, rights of this Agreementway, licences and/or leases; and, (iv) the Purchaser shall obtain a similar covenant in any purchase agreement entered into between the Purchaser and any subsequent purchaser, whether or not the covenant is in the transfer given to the Purchaser on the Closing Date.

Title. During the Inspection Period, the Purchaser shall obtain from Buyer hereby acknowledges receipt of a title company selected by Purchaser a preliminary title commitment for (the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured “Title Commitment”) issued by the application of proceeds of Closing Agent as agent for (the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsInsurer”). It is Buyer hereby agrees to accept title to the intention Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment,, including all matters that would be disclosed by a current and accurate survey of the Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions and rights-of- way affecting the Property; (v) rights and claims of parties that Lien Defects shall automatically qualify as objections to title, in possession; and the Purchaser shall apply (vi) all or any portion title exceptions referenced in Schedule B of the Purchase Price at Closing in Title Commitment (the amount necessary foregoing title matters are herein referred to cure Lien Defectsas the “Permitted Title Exceptions”). For any Title Objections (Any applicable zoning ordinances, other than Lien Defects) wherein land use laws and regulations, together with taxes for the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretocurrent year and those matters, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodif any, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Seller, at any time prior its cost, shall cause the Title Insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”), insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. ▇▇▇▇▇ also acknowledges and agrees that: a. Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. b. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. c. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. d. Only the fixtures, machinery and equipment currently attached to or located upon the Property will be conveyed to Buyer. e. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During Except as otherwise provided herein, title to the Inspection PeriodFeedstocks delivered by REG Marketing pursuant to this Agreement and title to the contractual amount of corresponding Biodiesel and Co-products produced from such Feedstocks shall at all times be and remain with REG Marketing. Any Feedstocks delivered by REG Marketing pursuant to the terms and conditions of the Feedstock Agreement, however, shall at all times be and remain with Bunge until such time as title to such Feedstocks passes to REG Marketing pursuant to the Purchaser terms of the Feedstock Agreement. 3. Section 17 of the Agreement shall obtain from a be amended to include the following language: “Notwithstanding anything to the contrary set forth herein, Blackhawk Biofuels and REG Marketing acknowledge and agree that pursuant to the terms of the Feedstock Agreement, Bunge shall have title company selected in the Feedstocks purchased by Purchaser a preliminary title commitment for Bunge pursuant to the Property (along terms of the Feedstock Agreement, and Bunge shall have the right to file precautionary financing statements and amendments and/or continuations thereto pursuant to the Uniform Commercial Code to further evidence and memorialize its absolute ownership interest in the Feedstocks.” 4. Section 18 of the Agreement shall be deleted in its entirety and replaced with legible copies the following language: REG Marketing, on behalf of all documents creating exceptions thereunder)Blackhawk Biofuels, shall be allowed to add additional Feedstocks owned by REG Marketing as needed to meet the quality and yield requirements hereunder, so long as such additional Feedstocks have cold flow characteristics that are capable of meeting the cold flow specifications set out on the applicable Order or Nomination, and the Purchaser Biodiesel to be produced shall promptly examine in any event meet the preliminary title commitment specifications required hereunder, as modified by the Order or Nomination and documents relating theretoAcceptance applicable. Within In such event, REG Marketing shall off-set any costs for such additional Feedstocks against the Inspection Periodtoll fees to be paid by REG Marketing pursuant to Section 4 hereof. Pursuant to the terms of the Feedstock Agreement, Blackhawk Biofuels shall allow Bunge to store the Purchaser shall notify Feedstocks at the Seller of any defects in title in such commitment to which the Purchaser objectsFacility; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller Feedstocks shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected segregated from any Feedstocks owned by REG Marketing pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement. 5. Except as may be otherwise expressly set forth herein, each and every term, condition and provision of the Agreement shall remain in full force and effect, and are hereby ratified, confirmed and approved by the parties hereto. 6. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument, and may be executed and delivered by facsimile signature or similar means, which shall be considered an original. 8. Any capitalized term not specifically defined in this Amendment shall have the meaning set forth in the Agreement.

Title. During Regardless of the Inspection Periodmethod of payment and the status of the ownership registration, title to a purchased Vehicle does not pass to the Buyer until payment in full has been made and the funds have actually been received by the Auction. Seller reserves ownership of the Vehicle, and title to and ownership of the Vehicle will not transfer to Buyer until the sale price for the Vehicle has been paid in full to Auction for benefit of Seller. For example, if payment is made by uncertified cheque, title does not pass to the Buyer until the cheque has been honoured by the drawer’s bank. Notwithstanding the foregoing, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment Buyer assumes full liability and responsibility for all Vehicle Losses once it has been determined in accordance with the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, Auction Policies that the Purchaser Buyer’s bid is the winning bid and all risks related to the Vehicle shall have no obligation be transferred to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by Buyer. If the application of proceeds purchase of the Purchase Price at Closing Vehicle is financed by any lender (a “Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment DefectsLender”) and the purchase price for the Vehicle is paid to which Seller (via the Purchaser objects, Auction) by such Lender on behalf of Buyer (or by Buyer out of the Purchaser shall notify the Seller proceeds of such objections prior financing), (i) Seller hereby assigns all of its rights under this contract, including its reservation of ownership, to Lender, and Buyer consents to such assignment, (ii) Buyer consents to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention publication of a reservation of ownership by Seller and of the parties that Lien Defects assignment thereof to Lender, by Seller, ▇▇▇▇▇▇ or their representatives, (iii) Seller shall automatically qualify remain responsible as objections to titleseller hereunder notwithstanding such assignment and shall indemnify and hold Lender harmless of any liability hereunder, and the Purchaser shall apply (iv) all or any portion terms and conditions of the Purchase Price at Closing in loan and security agreement entered into or to be entered into from time to time by ▇▇▇▇▇ and Lender shall be applicable hereto and the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller purchase price of the Purchaser’s objection theretoVehicle shall be payable in accordance with the provisions applicable to an advance made thereunder. If the purchase of the Vehicle is not financed by any lender, the Seller shall have fifteen (15) days from hereby assigns all of its rights with respect to the receipt of such notice or notices within which Vehicle to notify the Purchaser as to whether Auction. The Seller agrees that the Auction can deduct any amounts owing by the Seller elects to cure Auction from any amounts owing to Seller hereafter. ▇▇▇▇▇ and Seller waive all or any rights of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim set‐off against the Auction and each other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive connection with any Vehicle sold through the uncured Title Objections and close under the terms of this AgreementAuction.

Title. During the Inspection Period, the Purchaser shall obtain from Buyer hereby acknowledges receipt of a title company selected by Purchaser a preliminary title commitment for (the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured “Title Commitment”) issued by the application of proceeds of the Purchase Price at Closing Agent as agent for Fidelity Title (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsAgent”). It is Buyer hereby agrees to accept title to the intention Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment,, including all matters that would be disclosed by a current and accurate survey of the Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties that Lien Defects shall automatically qualify as objections to title, in possession; and the Purchaser shall apply (vi) all or any portion title exceptions referenced in Schedule B of the Purchase Price at Closing in Title Commitment (the amount necessary foregoing title matters are herein referred to cure Lien Defectsas the “Permitted Title Exceptions”). For any Title Objections (Any applicable zoning ordinances, other than Lien Defects) wherein land use laws and regulations, together with taxes for the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretocurrent year and those matters, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodif any, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Buyer, at any time prior its cost, shall cause the Title Insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”) insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. (a) Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: be accurate or complete. (ib) terminate this Agreement and receive a refund Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. (c) Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. (d) Only the fixtures, machinery and equipment currently attached to or located upon the Property will be conveyed to Buyer. (e) The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During Seller warrants that they presently have title to said Property, and at the Inspection Periodtime the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to the Purchaser following permitted exceptions: (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision covenants and restrictions of record, (4) all facts, matters and conditions that would be shown on a current and accurate survey of said Property, (5) prior mineral reservations, and (6) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall obtain from a title company selected be determined in accordance with Applicable Law, as supplemented by Purchaser a preliminary title commitment for the Title Standards of the State Bar of Association of the state in which the Property (along with legible copies is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Purchaser; provided that the Seller of furnishes any defects affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities thereunder to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in such commitment to which the Purchaser objects; providedquality set forth above, however, that the Purchaser shall have no obligation to object to defects relating to deeds the option of trusteither (i) taking such title as Seller can give, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds without abatement of the Purchase Price at Closing Price, or (“Lien Defects”)ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; provided furtherand, that in if Buyer elects to terminate the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsagreement, the Purchaser there shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention be no further liability or obligation by either of the parties that Lien Defects hereunder and this Agreement shall automatically qualify as objections become null and void and of no force or effect. A title commitment shall be provided to title, and the Purchaser shall apply all or any portion by the Closing Firm as identified in paragraph 8 of the Purchase Price at Closing in the amount necessary to cure Lien Defectsthis agreement. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen five (155) days from the receipt of such notice or notices within the title report in which to notify examine title and to furnish Seller with a written statement of objections affecting the Purchaser as insurability of said title. If Seller fails or is unable to whether satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the Seller elects from conveying insurable title to cure all or any of such Title Objections raised by the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller. Insurable title as used herein shall mean title which a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and items (1) through (6) listed above. If the Seller Purchaser does not so notify provide a written statement of objections affecting the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any insurability of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.title within five

Title. During (a) If, upon the Inspection Perioddate for the delivery of the deed, the Purchaser SELLER shall obtain be unable to deliver or cause to be delivered a deed or deeds conveying marketable titlei to the Premises as hereinafter provided, subject only to the items set forth in Schedule A and Paragraph 10(e) hereof, then the SELLER shall be allowed a reasonable postponement of closing not to exceed thirty (30) calendar days, within which to perfect title. If at the end of said time the SELLER is still unable to deliver or cause to be delivered a deed or deeds conveying a marketable title to said Premises, subject as aforesaid, the BUYER (i) may elect to accept such title as the SELLER can convey, without modification of the purchase price, or (ii) may reject such title. Upon such rejection, all sums paid on account hereof, together with any nonrefundable expenses actually incurred by the BUYER in the aggregate not to exceed the cost of an A.L.T. A. Homeowner’s Policy (or the equivalent thereof) based on the amount of the contract purchase price shall be paid to the BUYER without interest thereon. Upon receipt of such payment, this Agreement shall terminate and the parties hereto shall be released and discharged from a all further claims and obligations hereunder. SELLER shall be entitled to require BUYER to provide reasonable proof of payment of said expenses. (b) The title company selected herein required to be furnished by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder)SELLER shall be marketable, subject only to the items set forth in Schedule A and Paragraph 10(e) hereof, and the Purchaser marketability thereof shall promptly examine be determined in accordance with the preliminary title commitment Connecticut General Statutes and documents relating theretothe Connecticut Standards of Title of the Connecticut Bar Association from time to time in effect. Within the Inspection PeriodAny and all defects, in or encumbrances against, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects deemed to impair marketability under the Connecticut General Statutes and as the Connecticut Standards of Title of the Connecticut Bar Association shall not constitute valid objections on the part of the BUYER, provided the SELLER furnishes any affidavits or other instruments which may be required by the applicable Statutes or Connecticut Standards of Title. The title must be insured at standard premiums by Buyer’s title insurance company. (c) The SELLER represents that the Premises and the present use thereof are not in violation of any governmental rules, codes, permits, regulations or limitations, unless same have become legally nonconforming, and there are no violations of any enforceable restrictive covenant, agreement or condition subject to which title to the Purchaser Premises is to be conveyed in accordance with the terms hereof. Between the date of this Agreement and the Closing Date as set forth in Paragraph 9, the SELLER will not do anything or allow anything to be done on or about the Premises which will result in any such violation. The SELLER represents that SELLER has not objected pursuant received any notice of zoning or building violations and that there has been no attempt to enforce same against the SELLER during the time in which the SELLER has owned the Premises. SELLER represents that SELLER has no knowledge of any special assessments levied or to be levied against the Premises which are not yet a lien on the Premises and has no knowledge of any existing improvements or work done on the Premises which may result in special taxes or assessments to be paid thereon. (d) Notwithstanding anything to the contrary contained in this Section 10.6 shall be deemed “Permitted Exceptions.” In Agreement , in the event the Seller SELLER after due diligence cannot obtain a release for any existing mortgage on the Premises at the time of the closing of title from the holder of said mortgage, or any assignee thereof, either because said holder will not release the mortgage without first receiving payment or because the holder has given such notice delayed in sending the attorney for the SELLER the release of mortgage, then BUYER and SELLER agree to close title notwithstanding the absence of the release of mortgage, provided the attorney for the SELLER furnishes the attorney for the BUYER, at the closing, with (a) a written payoff statement and a copy of the payoff check or wire form evidencing that payment of the unreleased mortgage is to be made in full at the time of the closing and (b) a fully-executed undertaking and indemnity to make said payment in the form annexed hereto, and further provided that a title insurance company reasonably satisfactory to the Purchaser electing BUYER will issue a fee policy at no additional premium which takes no exception for said mortgage or mortgages or which provides affirmative coverage against loss or damage by reason of said unreleased mortgage or mortgages. SELLER shall exercise due diligence to cure obtain any Title Objections, such release or releases and will upon receipt thereof immediately record the Seller shall be obligated same and forward a copy or copies thereof to effect BUYER's attorney with recording information. If SELLER has not obtained such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than release within sixty (60) calendar days after closing, Seller shall give to BUYER's attorney an affidavit provided for in Connecticut General Statutes Section 49-8(a), as amended, together with the necessary recording fee. This provision shall survive the closing. (e) The Premises will be conveyed to and accepted by the BUYER subject to: (i) Any and all zoning and/or building restrictions, limitations, regulations, ordinances, and/or laws; any and all building lines; and all other restrictions, limitations, regulations, ordinances and/or laws imposed by any governmental authority and any and all other provisions of any governmental restrictions, limitations, regulations, ordinances and/or laws, provided the Premises are not in violation of same at the time of closing. (ii) Real Property Taxes on the Current Grand List and any and all existing tax payments, municipal liens and assessments, coming due on or after the Closing Date; the BUYER shall by acceptance of the deed assume and agree to pay, any and all such tax payments, liens and assessments which may on or after the date in hereof be assessed, levied against or become a lien on the Premises,. (iiii) Any state of Section 4 hereof. In the event the Seller elects not to cure all or any facts which a survey and/or physical inspection of the Title ObjectionsPremises might reveal, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: provided same do not render title unmarketable as determined under Paragraph 10(b) hereof (i) terminate such exception is for purposes of this Agreement only and receive a refund shall not be included in the deed, unless it was in the deed which SELLER received upon purchasing the property). (iv) Common law, riparian or littoral rights of the entire Depositothers and/or other rights, if any, in which eventand to any natural watercourse or body of water flowing through or adjoining the Premises, neither party and all statutory and other rights of others in and to any such watercourse or body of water. (v) Unless otherwise specifically agreed between the parties in writing, any municipal assessment other than taxes (such as for sewers and the like) shall have be paid on a claim against current basis by the other under this AgreementSELLER and the balance assumed by the BUYER at closing. (vi) Such encumbrances as shown on Schedule A, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementif any.

Title. During Title shall be issued to Buyer as OFFEROR and OFFEROR, husband and wife, as tenants by the Inspection Periodentirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) days of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the Purchaser date of closing shall obtain from a title company selected by Purchaser a preliminary title commitment be extended up to NINETY (90) days for the Property (along with legible copies purpose of all documents creating exceptions thereundercorrecting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and the Purchaser all payments made by Buyer heretofore shall promptly examine the preliminary title commitment be returned to Buyer and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation further liability to object to defects relating to deeds of trustBuyer, mechanics’ liens, judgments or any other defect which may be cured by third party, for the application of proceeds termination of the Purchase Price at Closing (“Lien Defects”); provided further, sale. It is agreed that in Buyer shall have the case option of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to which identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the Purchaser objects time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under this Section 10.6 in referred the Property. Seller’s liability for defective title discovered after closing shall be limited to herein as “Title Objections”). It is all monies paid to Seller towards the intention purchase of the parties that Lien Defects shall automatically qualify as objections to title, Property up and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller date of the Purchaser’s objection thereto, the said discovery. Seller shall have fifteen (15) days from the receipt of such notice or notices within which no further liability to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title ObjectionsBuyer, or elects to cure but fails to successfully cure any Title Objections prior to Closingthird party, for the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementdefective title.

Title. During the Inspection PeriodBuyer(s) represents and warrants that Buyer(s) has read, the Purchaser shall obtain from a title company selected by Purchaser received and approved copies of (1) a preliminary title report or commitment for the Property Property, (along with legible copies 2) deed, covenants, conditions, restrictions, reservations, rights, rights of all documents creating exceptions thereunder)way and easements of record, if any, affecting the Property, and the Purchaser shall promptly examine (3) any and all other matters disclosed in the preliminary title commitment report. Buyer(s) covenants and documents relating thereto. Within the Inspection Period, the Purchaser agrees that Seller shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have be under no obligation to object (A) remove any title exception or defect identified in a title commitment or title report, (B) bring any action or proceeding or bear any expense whatsoever in order to enable Seller to convey title to the Property in accordance with this Agreement, or (C) otherwise make such title to the Property marketable and/or insurable. Any attempt by Seller to remove any such title exceptions and/or title defects relating will not impose an obligation upon Seller to deeds of trust, mechanics’ liens, judgments remove those exceptions or any other defect which defects. ▇▇▇▇▇(s) acknowledges that ▇▇▇▇▇▇’s title to the Property may be cured by subject to court approval of foreclosure or to a mortgagor’s right of redemption. Unless otherwise set forth in the application “Key Terms”, the providers of proceeds of the Purchase Price at Closing title and escrow/closing services (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment DefectsClosing Agent”) and have been designated by Seller, with Seller agreeing to which pay the Purchaser objects, policy premium for a state-specific standard owner’s policy of title insurance (without endorsements).” In the Purchaser shall notify the Seller of such objections prior to event that Buyer(s) has selected the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleAgent, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien DefectsBuyer(s) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not waived any obligation for Seller to cure pay the premium for a such Title Objectionsstate-specific standard owner’s policy of title insurance, and ▇▇▇▇▇▇ agrees to be solely responsible for all title and closing costs charged by Closing Agent. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted ExceptionsIF, FOR ANY REASON, SELLER DETERMINES IN ITS SOLE DISCRETION THAT IT IS UNABLE OR IT IS ECONOMICALLY NOT FEASIBLE TO CONVEY GOOD AND MARKETABLE TITLE TO THE PROPERTY AT CLOSING AND SUCH CLOSING DATE IS NOT EXTENDED OR OTHERWISE AMENDED IN THE SOLE AND ABSOLUTE DISCRETION OF SELLER AS SET FORTH ELSEWHERE IN THIS AGREEMENT, THEN SELLER MAY CANCEL THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT BY WRITTEN NOTICE TO BUYER(S) AND THE ESCROW AGENT. SUCH RIGHT TO CANCEL SHALL BE AN UNLIMITED RIGHT TO CANCEL. IN SUCH EVENT, ESCROW AGENT SHALL RETURN TO BUYER(S) (AS BUYER(S) SOLE AND EXCLUSIVE REMEDY) THE ▇▇▇▇▇▇▇ MONEY DEPOSIT. UPON RETURN OF THE ▇▇▇▇▇▇▇ MONEY DEPOSIT AS PROVIDED IN THIS SECTION, THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE TERMINATED, AND BUYER(S) AND SELLER SHALL BE RELEASED FROM ANY FURTHER OBLIGATION, EACH TO THE OTHER, IN CONNECTION WITH THIS AGREEMENT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for Purchaser’s obligation to purchase the Property shall be conditioned on Purchaser’s receipt of a binding commitment from First American Title Insurance Company, Orlando National Commercial Services (along with legible copies “Title Company”) to issue the Title Policy (as defined below) subject only to the Permitted Exceptions. In addition, Purchaser may elect to obtain a survey of all documents creating the Real Property at Purchaser’s expense. For the purposes of this Agreement, “Permitted Exceptions” shall include (i) the standard pre-printed exceptions thereunder)set forth on Schedule B of the policy (except to the extent that Purchaser elects to obtain, and the Purchaser shall promptly examine the preliminary at Purchaser’s expense, extended title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in insurance coverage deleting such commitment to which the Purchaser objectsexceptions; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty entitled to obtain extended title insurance coverage unless Purchaser obtains a new or updated survey of the Real Property during the Due Diligence Period), (60ii) days after if Purchaser does not timely obtain a survey of the date in Real Property, any matters that would appear on a survey or would be revealed by a survey of the Real Property, (iiii) any matter that is disclosed to Purchaser before the expiration of Section 4 hereofthe Due Diligence Period and not timely objected to by Purchaser (or if objected to by Purchaser, either cured by Seller or waived by Purchaser as set forth below), (iv) any Deemed Approved Matter (as defined below), (iv) applicable zoning ordinances and regulations, (v) taxes for 2013 (subject to proration at closing as hereafter provided), (vi) the Resident Agreements, and (vii) exceptions attributable to the acts or omissions of Purchaser or its agents, employees or contractors. In the event the Encumbrances may be discharged by Seller elects not to cure all or any through Escrow out of purchase money at Closing. The cost of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Policy shall be borne by the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except parties as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementSection 15 below.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall: (i) (A) keep in effect all rights and appurtenances to or that constitute a part of the Mortgaged Property except where the failure to keep in effect the same would not reasonably be expected to result in a Material Adverse Effect and (B) protect, preserve and defend all its right, title and interest in the Mortgaged Property and title thereto except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; (ii) (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property (after any required notice, the expiration of any permitted grace period or both if any under the Loan Documents or other documents evidencing or securing such obligation) except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property subject to Permitted Encumbrances and Liens permitted pursuant to Section 4 7.01 of the Credit Agreement, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and first priority position hereof. In , subject only to Permitted Encumbrances and Liens permitted pursuant to Section 7.01 of the event Credit Agreement, in any action or proceeding against the Seller elects not claims of any and all persons whomsoever affecting or purporting to cure all affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain this Mortgage as a valid and enforceable first priority mortgage Lien on the Mortgaged Property subject only to Permitted Encumbrances and Liens permitted pursuant to Section 7.01 of the Credit Agreement, and, to the extent any of the Mortgaged Property shall consist of Fixtures, or elects other personal property, a first priority security in such fixtures and personal property which first priority Lien and security interest shall be subject only to cure but fails Permitted Encumbrances and Liens permitted pursuant to successfully cure Section 7.01 of the Credit Agreement ; and (iii) promptly following a Responsible Officer’s obtaining knowledge of the pendency of any Title Objections prior proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to Closingand under the Mortgaged Property as warranted in this Mortgage, or of any condition that would reasonably be expected to give rise to any such proceedings, notify the Mortgagee thereof. In any such proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the reasonable expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except Mortgagee to be applied as Net Cash Proceeds to the payment of the Obligations or otherwise expressly set forth in this Agreement; or (iiaccordance with the provisions of Section 2.05(b) waive of the uncured Title Objections and close under the terms of this Credit Agreement.

Title. During Simultaneous with execution of this Contract, Seller has delivered to Buyer a Commitment For Title Insurance, file # 2021-6771, issued by Allied Capital Title Company in Charleston, Illinois, authorized to issue title insurance in the Inspection PeriodState of Illinois. This Commitment for Title Insurance does not insure title to mineral rights in said Real Estate; however, Seller will convey all mineral rights owned at closing to Buyer in this transaction. Permissible exceptions to title shall include only the Purchaser shall obtain from a title company selected lien of general real estate taxes not yet due and payable; zoning laws and building ordinances; easements of record, which do not interfere with Buyer’s use of the Property; covenants and restrictions of record which will not be violated by Purchaser a preliminary title commitment for Buyer’s use of the Property (along with legible copies of all documents creating which do not restrict use of the Property; and existing mortgages to be paid in full at closing. If title evidence discloses exceptions thereunder)other than those permitted, and the Purchaser Buyer shall promptly examine the preliminary title commitment and documents relating theretogive written notice of such exceptions to Seller within a reasonable time. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation a reasonable time before closing to object to defects relating to deeds have such title exceptions removed, or, any such exception which may be removed by the payment of trust, mechanics’ liens, judgments or any other defect which money may be cured by deduction from the application purchase price at the time of proceeds closing. If said defects are not cured by Seller or waived in writing by Buyer before closing, then at the option of Buyer, either all payments made by Buyer hereunder shall be returned to Buyer and no party shall be further bound hereby, or the Purchase Price at Closing (“Lien Defects”); provided further, that in the case parties shall proceed to closing without reduction of purchase price. If Seller receives no notice of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsfrom Buyer, the Purchaser shall notify the Seller of or if such objections prior to the Closing (any defect defects are waived in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titlewriting by Buyer on or before closing, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller Buyer shall be obligated to effect complete performance hereunder and upon default thereof Seller may retain any payments made by Buyer as liquidated damages. At the time of closing, Seller shall pay the initial search fee, the premium for insurance coverage in an amount equal to the purchase price hereunder and the Illinois title insurance registration fee to issue an Owner’s Policy of Title Insurance showing title of the real estate vested in Buyer. All other costs of such cure on or before the Closing Date or such later date as title insurance shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing borne by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementBuyer.

Title. During (a) Buyer has received and reviewed the Inspection PeriodPreliminary Report dated June 30, 2010 (the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for “Preliminary Report”) on the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured issued by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser Title Company. The Preliminary Report shall notify the Seller of such objections be updated prior to the Closing to reflect the state of the title not more than ten (10) days prior to the Closing. (b) Based upon Buyer and Seller’s review of the Preliminary Report and the Survey obtained by Buyer pursuant to Section 6, below, Seller has agreed to remove Exception 10 listed in the Preliminary Report and to provide an owner’s affidavit to Title Company regarding parties in possession of the Property. The Title Company has agreed to remove Exception 6. The exceptions shown on the Preliminary Report (or any defect in supplemental preliminary title report) or on the Survey that Seller has not agreed to which the Purchaser objects under remove pursuant to this Section 10.6 in 5(a) and/or that have not been agreed to be removed by Title Company are referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Notwithstanding anything contained herein to the Purchaser electing to cure any Title Objectionscontrary, the Seller shall be obligated to effect expend whatever sums are required to cure or obtain affirmative title insurance coverage acceptable to Buyer in Buyer’s sole discretion, insuring and defending Buyer against any loss, cost or expense arising out of or related to the following title defects (“Affirmative Coverage”) prior to, or at, the Closing: (1) All mortgages, security deeds or other security instruments encumbering the Property (which do not result from acts or omissions on the part of Buyer); (2) Judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property; and (3) All delinquent ad valorem real property taxes and assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property. (c) At the Closing, Seller shall convey and transfer title to the Property to Buyer by execution and delivery of the Deed (as defined in Section 11). Evidence of delivery of such cure on or before the Closing Date or such later date as title shall be necessary the Title Company’s issuance or irrevocable agreement to effect such cureissue an ALTA Standard Coverage Owner’s Policy of Title Insurance (2006) (or other form acceptable to Buyer), in which date the Title Company shall agree to insure, for the full amount of the Purchase Price, fee simple title to the Property in the name of Buyer, subject only to the Permitted Exceptions (the “Title Policy”). Buyer shall have the right to request that the Title Policy be upgraded to an ALTA Extended Coverage Owner’s Policy of Title Insurance (2006); provided that Buyer pay all costs associated with the Survey and the difference in the premium between the Standard and Extended Coverage. Also, Buyer, at its sole cost, shall have the right to request, in its sole and absolute discretion, from the Title Company endorsements to the Title Policy, including, but not be later than sixty (60) days after the date in limited to: (i) of Section 4 hereof. In certification that the event the Seller elects not to cure all or any current zoning of the Title ObjectionsProperty in either a Form 3.0 or 3.1 Zoning Endorsement, at Buyer’s option; (ii) affirmatively insure access to and from the Property; (iii) affirmatively insure any appurtenant easements; and (iv) if the Property is comprised of two or elects to cure but fails to successfully cure any Title Objections prior to Closingmore parcels, the Purchaser contiguity of all parcels. (d) Seller shall have the right, exercisable at any time prior to Closing by giving notice to the Sellerif reasonably necessary, to either: extend the Closing Date (ias defined in Section 10, below), for a period not to exceed twenty (20) terminate this Agreement and receive a refund of the entire Deposit, days in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; order to cure or (ii) waive the uncured Title Objections and close under the terms of this Agreementobtain Affirmative Coverage for any title defect.

Title. During Seller warrants that they presently have title to said Property, and at the Inspection Periodtime the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by General Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Purchaser Property. Title marketability shall obtain from a title company selected be determined in accordance with Applicable Law, as supplemented by Purchaser a preliminary title commitment for the Title Standards of the State Bar of Association of the state in which the Property (along with legible copies is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Purchaser; provided that the Seller of furnishes any defects affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in such commitment to which the Purchaser objects; providedquality set forth above, however, that the Purchaser shall have no obligation to object to defects relating to deeds the option of trusteither (i) taking such title as Seller can give, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds without abatement of the Purchase Price at Closing Price, or (“Lien Defects”)ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; provided furtherand, that in if Buyer elects to terminate the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsagreement, the Purchaser there shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention be no further liability or obligation by either of the parties that Lien Defects hereunder and this Agreement shall automatically qualify as objections become null and void and of no force or effect. A title report shall be provided to title, and the Purchaser shall apply all or any portion by the Closing Firm as identified in paragraph 8 of the Purchase Price at Closing in the amount necessary to cure Lien Defectsthis agreement. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen five (155) days from the receipt of such notice or notices within the title report in which to notify examine title and to furnish Seller with a written statement of objections affecting the Purchaser as insurability of said title. If Seller fails or is unable to whether satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the Seller elects from conveying insurable title to cure all or any of such Title Objections raised by the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller. If the Seller does not so notify the Purchaser within such 15 day period, the Seller Insurable title as used herein shall be deemed to have elected not to cure such Title Objections. All exceptions to mean title which are not Lien Defects a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty items (601) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.through

Title. During Borrower has good, marketable and insurable fee simple title to the Inspection PeriodPremises and good indefeasible title to the balance of the Mortgaged Property, free and clear of all Liens whatsoever, except the Permitted Encumbrances. The Mortgage creates (1) a valid, perfected Lien on the Mortgaged Property, subject only to Permitted Encumbrances and (2) perfected security interests in and to, and perfected collateral assignments of, all Collateral (including the Leases), all in accordance with the terms hereof, in each case subject only to any applicable Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents. Borrower will preserve such title and will forever warrant and defend the same and validity and priority of the lien hereof to Lender against all claims whatsoever. Borrower is the owner of or has right to all easements and other appurtenant rights (collectively, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for “Easements”) created under the Property agreements listed and described on Exhibit K hereof (along with legible collectively the “Easement Agreements”). Borrower has delivered to Lender true, correct and complete copies of all documents creating exceptions thereunder)Operating Agreements and Easement Agreements, if applicable. To the best of Borrower’s knowledge, (A) no Operating Agreement, Easement Agreement or Easement created thereunder has been modified, amended or supplemented and they are all in full force and effect; and (B) no defaults have occurred under any Operating Agreement or Easement Agreement, and, to Borrower’s knowledge, no event has occurred which with notice or the Purchaser shall promptly examine the preliminary title commitment passage of time would constitute an event of default under any Operating Agreement or Easement Agreement. With respect to each Operating Agreement, Easement Agreement and documents relating thereto. Within the Inspection PeriodPermitted Encumbrance Borrower shall, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title extent commercially reasonable to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to eitherdo so: (i) terminate this Agreement observe, perform and receive a refund of the entire Depositdischarge all material obligations, in which eventcovenants and warranties required to be kept and performed by Borrower, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or and (ii) waive enforce or secure the uncured Title Objections performance of each and close under every material obligation, term, covenant, condition and agreement to be performed by any other party. Borrower shall also (a) promptly deliver to Lender copies of all material written notices, demands or requests sent or otherwise made by Borrower or any other Person, and (b) timely pay any charges assessed against the terms Premises as and when finally due pursuant to the Operating Agreements or Easement Agreements or Permitted Encumbrances. Without the prior written consent of this Lender, which consent shall not be unreasonably withheld, delayed or conditioned, Borrower will not consent to or enter into any agreement or writing that modifies, amends, supplements, restates, terminates or reduces any: (V) Operating Agreement, (W) Easement Agreement, or (X) any appurtenant rights or interests, including any reversionary interests which Borrower possesses or may acquire.

Title. During As of the Inspection PeriodEffective Date of this Agreement, Wolf has provided to CNL for review, a copy of Wolf’s existing title insurance policies (the Purchaser shall obtain from a “Existing Title Policies”) relating to the Contributed Hotels. CNL has, as of the Effective Date, obtained and delivered to Wolf the Title Commitments issued by the Title Company. The Title Commitments evidence that title company selected by Purchaser a preliminary to ▇▇▇ ▇▇▇▇▇ Hotel is vested in Wolf Dells and that title commitment to the Sandusky Hotel is vested in Wolf Sandusky and that the Contributed Hotels are free and clear of all liens, encumbrances, exceptions or qualifications whatsoever, except for the Property (along with legible Permitted Exceptions. Legible copies of all documents creating exceptions thereunder)set forth on the Title Commitments have been provided to CNL as of the Effective Date. The Title Commitments also evidence that, upon the execution, delivery and recording of the Deeds and the satisfaction of all requirements specified in Schedule B, Section I of the Title Commitments, the applicable SPE Owners shall acquire fee simple title to the Contributed Hotels and the Commercial Condominium Unit, subject only to the Permitted Exceptions. CNL has reviewed the Existing Title Policies delivered by Wolf to CNL, and the Purchaser shall promptly examine the preliminary title commitment Title Commitments obtained by CNL pursuant to this Paragraph, and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects notified Wolf in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ writing specifying those liens, judgments encumbrances, exceptions or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions qualifications to title which are unacceptable to CNL (such liens, encumbrances, exceptions or qualifications being hereinafter referred to together with any title matter created or permitted to be created by Wolf after the Effective Date and objected to by CNL, and together with any title matter of which Wolf had Knowledge but which Wolf did not Lien disclose as of the Effective Date and objected to by CNL, as “Title Defects”). Wolf shall cure the Title Defects before the Closing Date (the “Cure Period”), to the satisfaction of CNL and the Title Company in such manner as to which permit the Purchaser has not objected pursuant Title Company to this Section 10.6 endorse the Title Commitments so as to delete the Title Defects therefrom. If Wolf shall in fact cure the Title Defects within the Cure Period, the obligations and rights of the parties to close shall be deemed “Permitted Exceptions.” In unaffected by the event the Seller has given such notice to the Purchaser electing eliminated Title Defects. If Wolf is unable to cure any or eliminate the Title ObjectionsDefects within the Cure Period, the Seller shall be obligated CNL may elect to effect such cure terminate this Agreement by giving written notice of termination to Wolf on or before the Closing Date or such later date as Date, or, alternatively, CNL may elect to waive CNL’s objections to the uncured Title Defects and consummate the transactions contemplated by this Agreement subject to the Title Defects, in which event the obligations and rights of the parties to close shall be necessary to effect such cure, which date shall not be later than sixty (60) days after unaffected by the date in (i) of Section 4 hereofwaived Title Defects. In the event the Seller elects not to cure all or any of the Title Objections, or If CNL elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement due to the existence of uncured Title Defects as provided in this Article 7, all rights and receive a refund obligations of the entire Depositparties hereunder shall terminate and be null and void, except for any rights and obligations of the parties that are to survive the termination of this Agreement as provided elsewhere herein and Wolf shall reimburse CNL for all out-of-pocket expenses incurred by CNL in which event, neither party shall have a claim against connection with the other under transactions contemplated by this Agreement, except as otherwise expressly set forth including, without limitation, all costs and expenses associated with the investigations contemplated by Section 7(a) above, provided, however that Wolf’s obligation to reimburse CNL under this Section 7(b), Section 5 and Section 7(d) shall not exceed the sum of Two Hundred Thousand and No/100 Dollars ($200,000.00) in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementaggregate.

Title. During Title shall be issued to Buyer as OFFEROR AND OFFEROR, husband and wife, as tenants by the Inspection Periodentirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the Purchaser date of closing shall obtain from a title company selected by Purchaser a preliminary title commitment be extended up to NINETY (90) DAYS for the Property (along with legible copies purpose of all documents creating exceptions thereundercorrecting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and the Purchaser all payments made by Buyer heretofore shall promptly examine the preliminary title commitment be returned to Buyer and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation further liability to object to defects relating to deeds of trustBuyer, mechanics’ liens, judgments or any other defect which may be cured by third party, for the application of proceeds termination of the Purchase Price at Closing (“Lien Defects”); provided further, sale. It is agreed that in Buyer shall have the case option of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to which identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the Purchaser objects time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of-way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under this Section 10.6 in referred the Property. Seller’s liability for defective title discovered after closing shall be limited to herein as “Title Objections”). It is all monies paid to Seller towards the intention purchase of the parties that Lien Defects shall automatically qualify as objections to title, Property up and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller date of the Purchaser’s objection thereto, the said discovery. Seller shall have fifteen (15) days from the receipt of such notice or notices within which no further liability to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title ObjectionsBuyer, or elects to cure but fails to successfully cure any Title Objections prior to Closingthird party, for the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementdefective title.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall: (i) (A) keep in effect all rights and appurtenances to or that constitute a part of Section 4 hereof. In the event Mortgaged Property to the Seller elects not extent that such rights and appurtenances are necessary to cure the conduct of the business of the Mortgagor at the Premises and (B) protect, preserve and defend its interest in the Mortgaged Property and title thereto; (ii) (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all Persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a valid and enforceable mortgage Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which mortgage Lien and security interest shall be subject only to Permitted Collateral Liens; and (iii) promptly upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments reasonably requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the reasonable expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except Mortgagee to be applied as otherwise expressly set forth Net Cash Proceeds to the payment of the Secured Obligations in this Agreement; or (iiaccordance with the provisions of Section 2.10(f) waive of the uncured Title Objections and close under the terms of this Credit Agreement.

Title. During Seller shall furnish Purchaser a commitment for an ALTA Homeowners Policy of Title Insurance (or an ALTA Owner’s Policy of Title Insurance when the Inspection PeriodALTA Homeowners Policy of Title Insurance is not applicable for issuance on the transaction), in the Purchaser shall obtain amount of the Purchase Price, from a title company selected of Purchaser’s choosing. Such title evidence shall be prepared and issued by Purchaser a preliminary Midland Title and Escrow LTD. Seller shall pay the state filed title commitment premium for the Property (along with legible copies applicable ALTA Homeowners/Owners Policy that is issued at Closing. Purchaser shall pay all other title premiums and costs, in excess of the applicable ALTA Homeowners/Owners Policy premium, including but not limited to all documents creating exceptions thereunder)lender required title insurance premiums and endorsements, the title commitment, and the Purchaser shall promptly examine the preliminary title search/exam cost. The title commitment shall be continued to the date of Closing and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in show record title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that marketable in the case name of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement free and receive a refund of the entire Depositclear from material defects, in which event, neither party shall have a claim against the other under this Agreementliens and encumbrances, except as otherwise expressly (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement; , (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (iid) waive rights of tenants specifically disclosed to Purchaser in Paragraph 31 or the uncured Title Objections Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and close under (g) restrictions and utility easements of record (unless they unreasonably interfere with the terms location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect(s), Seller shall have thirty (30) days after demand by Purchaser to remove such defect(s) and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect(s), Purchaser may accept title subject to such defect(s) or may terminate this AgreementAgreement and the termination procedures in Paragraph 23 shall apply. The parties recognize and understand that an ALTA Homeowners/Owners Policy is an optional form of insurance to protect the Purchaser from covered title issues relating to the Property.

Title. During 6.6.1 Contractor shall include, as a term of each Subcontract, a warranty that all materials and equipment furnished by its Subcontractors that become part of the Inspection PeriodFacility or are purchased by Contractor for Owner for the operation, maintenance or repair thereof shall be legally and beneficially owned by the Purchaser Owner free from any encumbrance whatsoever. Title to all such materials and equipment shall obtain pass to Owner upon the earlier of (a) delivery to the Site, or (b) the passage of title from a Subcontractor to Contractor under the applicable subcontract, purchase order or other agreement. Notwithstanding passage of title, Contractor shall retain sole care, custody and control of such materials and equipment and shall exercise due care with respect thereto in accordance with Article 2.13. 6.6.2 In order to protect Owner's interest in all materials and equipment with respect to which title company selected has passed to Owner but which remain in the possession of a third party, Contractor shall follow the directions of Owner with respect to the action to be taken by Purchaser a preliminary Contractor to maintain Owner's clear title commitment for the Property (along and to protect Owner against claims by other parties with legible copies of all documents creating exceptions thereunder)respect thereto, and the Purchaser costs incurred by Contractor in so doing shall promptly examine be a Reimbursable Cost. 6.6.3 So long as Owner pays all amounts due Contractor pursuant to this Agreement, Contractor agrees that it shall not establish, and shall not allow its employees, agents or Subcontractors to maintain, any contractor's or laborer's encumbrance on the preliminary title commitment and documents relating thereto. Within Work or the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments Facility or any other defect which may be cured by part thereof. 6.6.4 Contractor shall not file or permit any liens on the application of proceeds of Work or the Purchase Price at Closing (“Lien Defects”)Facility without Owner's prior written consent; provided further, that in this clause shall not prohibit Contractor from filing a lien allowed under Applicable Law to secure amounts due from Owner under this Agreement. Contractor shall follow the case directions of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior Owner with respect to the Closing (action to be taken by Contractor regarding any defect mechanic's or materialmen's liens arising from the Work and Contractor shall if ordered by Owner, as soon as practical discharge any encumbrance filed by any Subcontractor against the Facility based on a claim for payment in title to which connection with the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleWork, and the Purchaser costs incurred by Contractor in so doing shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered be a Reimbursable Cost. 6.6.5 Contractor shall provide prompt notice to the Seller Owner of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt any encumbrance of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptionsit receives notice.” 6.6.6 In the event the Seller has given Contractor fails to discharge any such notice encumbrance within a reasonable period or otherwise provide Owner with adequate assurances or security with regard to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date encumbrance arising in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any respect of the Title ObjectionsWork or the Facility, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser Owner shall have the right, exercisable at any time prior right to Closing by giving notice to discharge the Seller, to either: (i) terminate this Agreement same and receive a refund such costs shall be charged against the Target Price as part of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementContract Sum.

Title. During (a) Such Borrower is the Inspection Periodrecord and beneficial owner of, the Purchaser shall obtain from a and has good and valid title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies to, its Pledged Interests, free and clear of all documents creating exceptions thereunder)Liens, and except those Liens granted to Lender under the Purchaser shall promptly examine Loan Documents. The Pledge Agreement, together with the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects UCC Financing Statements relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that Pledged Collateral when properly filed in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) appropriate records, will create a valid, perfected first priority security interest in and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing Pledged Collateral covered thereby, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge Agreement is outstanding, such Borrower shall forever warrant, defend and preserve such title and the validity and priority of the Lien of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of all persons whomsoever. (b) Each Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of its Property and good title to the balance of such Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Mortgage Loan Documents and the Liens created by the Mortgage Loan Documents. (c) First Mezzanine Borrowers are the record and beneficial owners of, and have good and marketable title to, the First Mezzanine Collateral, free and clear of all Liens whatsoever, except for the Liens contemplated by the First Mezzanine Loan Documents. (d) To the best of each Borrower’s actual knowledge, the Permitted Encumbrances in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein aggregate do not materially and adversely affect the Purchaser has delivered notice to the Seller operation or use of the Purchaser’s objection thereto, the Seller shall have fifteen Properties (15as currently used) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In such Borrower’s ability to repay the event Loan, (ii) Mortgage Borrowers’ ability to repay the Seller elects not Mortgage Loan, or (iii) First Mezzanine Borrowers’ ability to cure all repay the First Mezzanine Loan. (e) To such Borrower’s actual knowledge after due inquiry, there are no claims for payment for work, labor or materials affecting any of the Title ObjectionsProperties that are or may become a Lien prior to, or elects to cure but fails to successfully cure any Title Objections prior to Closingof equal priority with, the Purchaser shall have Liens created by the rightMortgage Loan Documents, exercisable at except any time prior to Closing by giving notice to the SellerLien then being contested pursuant to, to either: (iand in accordance with, Section 3.6(b) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementMortgage.

Title. During Buyer hereby agrees to accept title to the Inspection PeriodProperty subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment, including all matters that would be disclosed by a current and accurate survey of the Purchaser shall obtain from a Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property; (iv) all other easements or claims to easements, covenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties in possession; and (vi) all title company selected by Purchaser a preliminary exceptions referenced in Schedule B of the Title Commitment (the foregoing title commitment matters are herein referred to as the “Permitted Title Exceptions”. Any applicable zoning ordinances, other land use laws and regulations, together with taxes for the Property (along with legible copies of all documents creating exceptions thereunder)current year and those matters, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Periodif any, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Seller, at any time prior its cost, shall cause the title insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”), insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. A. Maps and depictions included in the marketing materials for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. B. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. C. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. D. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Effective Date, Buyer shall obtain, at B▇▇▇▇’s expense, a commitment for an owner’s policy of title insurance issued by a title insurance company selected by Buyer (the “Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice Company”) with respect to the Seller, to eitherProperty (the “Title Commitment”). The Title Commitment shall show in Seller marketable title in fee simple free and clear of all liens and encumbrances except: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly those created by Buyer; (ii) those specifically set forth in this AgreementContract; (iii) zoning ordinances; (iv) legal highways; and (v) covenants, restrictions, conditions and easements of record which do not interfere with or restrict the use of the Property contemplated by Buyer. If title to all or part of the Property is unmarketable, as determined by Ohio law with reference to the Ohio State Bar Association’s Standards of Title Examination, or is subject to liens, encumbrances, easements, conditions, restrictions or encroachments other than those excepted by this Contract, Buyer shall have the right to object to such conditions within twenty (ii20) waive days of Buyer’s receipt of the uncured Title Objections Commitment. If Buyer so objects, and close Seller fails to remedy or remove any such defect, lien, encumbrance, easement, condition, restriction or encroachment, or obtain title insurance without exception therefor within the Contingency Period, Buyer shall have the option to terminate this Contract by delivering written notice thereof to Seller. At Closing, Seller shall sign an affidavit with respect to off-record title matters as required by the Title Company and Buyer. The issuance of a title insurance policy pursuant to the Title Commitment (the “Title Policy”) is a condition precedent to the parties’ obligation to proceed to Closing under the terms of this Agreement. The Title Policy shall be in a form reasonably acceptable to Buyer and in the amount of the Purchase Price, showing title to the Property vested of record in Buyer in fee simple, subject only to any matters approved or waived by B▇▇▇▇, any matters shown on the Survey and not objected to by B▇▇▇▇ and any other matters that B▇▇▇▇ has approved in writing.

Title. During (a) As to each Purchased Banking Asset other than Owned Banking Premises and Banking Leases, BNY or one of its Subsidiaries is the Inspection Periodlawful owner of such Purchased Banking Asset, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies free and clear of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections Liens (other than Lien DefectsPermitted Liens) wherein the Purchaser has delivered notice to the Seller and, assuming receipt of the Purchaser’s objection theretoconsents set forth on Schedule 8.21(a), BNY and its Subsidiaries will have the Seller shall have fifteen (15) days from the receipt right to sell and convey to JPM all of such notice Purchased Banking Assets on the Closing Date. (b) As to Owned Banking Premises, BNY or notices within one of its Subsidiaries is the lawful owner of the Owned Banking Premises free and clear of all Liens except for Permitted Liens. (c) As to Banking Leases, BNY or one of its Subsidiaries has a valid leasehold interest in the Leased Premises covered by such Lease, free and clear of all Liens except Permitted Liens, none of which to notify the Purchaser as to whether the Seller elects to cure all Permitted Liens shall prevent BNY or any of such Title Objections raised by its Subsidiaries from using the Purchaserpremises covered thereby as presently used. If the Seller does not so notify the Purchaser within such 15 day periodBNY and its Subsidiaries have and will upon receipt of all required consents, assign to JPM, the Seller shall be deemed Banking Leases, and has and will upon receipt of all consents set forth on Schedule 8.21(c), convey to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects JPM and as to which its Subsidiaries on the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In Closing Date, a valid leasehold interest in the event the Seller has given such notice Leased Banking Premises or, to the Purchaser electing extent applicable, licenses with respect thereto, subject only to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementPermitted Liens.

Title. During the Inspection Period, the Purchaser 4.1 Seller shall obtain from a title company selected insurance commitment issued by Purchaser a preliminary the Escrow Agent setting forth the status of title commitment for to the Property and showing all encumbrances and other matters affecting the Property (along with legible copies the “Commitment”). The Commitment is described as one of all the documents creating exceptions thereunder)listed in Exhibit “B.” Within sixty (60) days following the Effective Date, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Seller in writing as to Purchaser’s disapproval of any of the title exceptions, monetary liens or encumbrances, set forth in such Commitment. Seller shall be obligated to remove and/or resolve any disapproved monetary liens or encumbrances. Seller shall have five (5) business days thereafter (“Seller Response Period”) to elect whether or not to remove said exceptions, in addition to any monetary liens or encumbrances, at Seller’s expense at or prior to the Closing. In the event Seller does not give written notice to Purchaser and Escrow Agent within the Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the Closing, then Purchaser may, by delivery of written notice to Seller and Escrow Agent within five (5) business days following expiration of the Seller Response Period, elect to (i) terminate this Agreement, or (ii) approve the previously disapproved title exceptions reflected in the Commitment (in which case such exceptions shall become Permitted Exceptions) without any defects reduction in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing and waive Purchaser’s right of termination set forth in subparagraph 4(a)(i). In the event Purchaser (“Lien Defects”); provided further, that i) does not object to the items reflected in the case Commitment, or (ii) fails to give timely written notice of defects which arise after the effective date its election to terminate this Agreement following expiration of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Seller Response Period, Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects expressly approved the Commitment and as to which the Purchaser has not objected pursuant to this Section 10.6 all matters reflected therein shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice under this Agreement, and Purchaser shall take title to the Property at Closing subject to all Permitted Exceptions. 4.2 Purchaser electing shall be entitled to cure any Title Objectionsrequest that, at Closing, with respect to the Property, the Seller Escrow Agent (i) issue to Purchaser an ALTA title insurance policy as to the Property and a standard coverage (or other form standard for similar transactions in the State) owner’s form title policy (the “Title Policy”), in the amount of the Purchase Price, insuring that fee simple title to the Property is vested in Purchaser subject only to the Permitted Exceptions, and (ii) provide such endorsements (or amendments) to such Title Policy as Purchaser may reasonably require; provided that (a) the Title Policy and any endorsements thereto shall be at no cost to, and shall impose no additional liability on, Seller, (b) Purchaser’s obligations under this Agreement shall be conditioned upon Purchaser’s ability to obtain such Title Policy and/or any endorsements to the Title Policy and, if Purchaser is unable to obtain a Title Policy and/or any such endorsements, Purchaser shall not be obligated to effect such cure on proceed to close the transactions contemplated by this Agreement without reduction of or before set off against the Purchase Price, and (c) the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later delayed, unless agreed to in writing by Seller and Purchaser, as a result of Purchaser's aforementioned request. 4.3 At the Closing, Seller shall convey fee title to the Property by providing a Special Warranty Deed (the “Deed”) to Purchaser, subject to the Permitted Exceptions [defined below]. 4.4 If applicable, Purchaser shall have the right to deliver to Seller a written notice (“New Title Exception Notice”) at any time prior to the Closing Date, but not more than sixty five (605) days after the date in of Purchaser’s discovery of any title exception which (i) first comes to Purchaser’s attention following the expiration of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title ObjectionsResponse Period, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive was not created due to the uncured Title Objections and close under the terms acts of this Agreement.Purchaser,

Title. During Seller warrants that they presently have title to said Property, and at the Inspection Periodtime the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited Warranty Deed, subject only to (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision restrictions of record, and (4) all matters that would be shown on a current and accurate survey of said property, and (5) leases, other easements, other restrictions and encumbrances affecting the Purchaser Property. Title marketability shall obtain from a title company selected be determined in accordance with Applicable Law, as supplemented by Purchaser a preliminary title commitment for the Title Standards of the State Bar of Association of the state in which the Property (along with legible copies is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Purchaser; provided that the Seller of furnishes any defects affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in such commitment to which the Purchaser objects; providedquality set forth above, however, that the Purchaser shall have no obligation to object to defects relating to deeds the option of trusteither (i) taking such title as Seller can give, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds without abatement of the Purchase Price at Closing Price, or (“Lien Defects”)ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; provided furtherand, that in if Buyer elects to terminate the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsagreement, the Purchaser there shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention be no further liability or obligation by either of the parties that Lien Defects hereunder and this Agreement shall automatically qualify as objections become null and void and of no force or effect. A title report shall be provided to title, and the Purchaser shall apply all or any portion by the Closing Firm as identified in paragraph 8 of the Purchase Price at Closing in the amount necessary to cure Lien Defectsthis agreement. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen five (155) days from the receipt of such notice or notices within the title report in which to notify examine title and to furnish Seller with a written statement of objections affecting the Purchaser as insurability of said title. If Seller fails or is unable to whether satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the Seller elects from conveying insurable title to cure all or any of such Title Objections raised by the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller. If the Seller does not so notify the Purchaser within such 15 day period, the Seller Insurable title as used herein shall be deemed to have elected not to cure such Title Objections. All exceptions to mean title which are not Lien Defects a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty items (601) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.through

Title. During 5.1 Title to any material, equipment or other item to be provided or supplied by Supplier to WELL CLEANUP as part of the Inspection PeriodSupply shall pass to WELL CLEANUP on the date; 5.1.1 any such material, equipment or item is identified as a part of the Purchaser Supply; or 5.1.2 payment with respect to such item or relevant portions thereof is made; or 5.1.3 upon termination of the Agreement for any reason; whichever of the foregoing shall obtain from a first occur. 5.2 Supplier recognises WELL CLEANUP and/or End-user’s ownership and title company selected to the Supply and any and all WELL CLEANUP provided items, together with any document or item furnished by Purchaser a preliminary title commitment WELL CLEANUP to Supplier during the term of the Agreement. 5.3 Supplier shall not have the right to withhold the Supply as security for claims on WELL CLEANUP, even if the Property (along with legible copies parties are in disagreement about payment. 5.4 Supplier guarantees that any part of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment Supply to which the Purchaser objects; providedWELL CLEANUP holds title shall not be subject to any lien, however, that the Purchaser shall have no obligation to object to defects relating to deeds any sub-supplier’s retention of trust, mechanics’ liens, judgments title or any other defect which may encumbrance. No such lien shall be cured granted by supplier during the application of proceeds performance or production of the Purchase Price at Closing (“Lien Defects”); provided furtherSupply. Should any claim by Supplier or sub-suppliers or his affiliated companies be made against any part of the Supply, that including but not limited to an action for or against title, Supplier will defend such claim and take necessary actions to clear the title. Supplier also hereby agrees to defend, indemnify and hold WELL CLEANUP, End-user, WELL CLEANUP other suppliers or WELL CLEANUP affiliated companies harmless from and against all losses, expenses or other consequences of any such claim. 5.5 Any item to which WELL CLEANUP holds title and which remains in the case possession of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all Supplier or any portion sub-suppliers of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretoSupplier, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects marked and otherwise identified by Supplier as to which being the Purchaser has not objected pursuant to this Section 10.6 property of WELL CLEANUP and/or End-user and shall be deemed “Permitted Exceptionsstored and maintained separately from other property.” In the event the Seller has given such notice 5.6 Supplier shall, upon WELL CLEANUP request, have its bank or other financial institution acknowledge to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on WELL CLEANUP that there are no liens or before the Closing Date or such later date as shall be necessary to effect such cureencumbrances, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except would conflict with WELL CLEANUP title as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementaforesaid.

Title. During Borrower has good, marketable and insurable (i) leasehold title to the Inspection PeriodLand and the Improvements relating to the Ground Leased Properties and (ii) fee simple title to the Land and the Improvements relating to the Fee Properties, in each case free and clear of all Liens whatsoever except the Purchaser shall obtain from a Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Borrower has good and marketable title company selected by Purchaser a preliminary title commitment for to the remainder of the Property (along with legible copies excluding the Excluded Personal Property), free and clear of all documents creating exceptions thereunder)Liens whatsoever except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, perfected first mortgage lien on the Land and the Improvements or the leasehold estate therein, as applicable, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty other than the Purchaser shall promptly examine Excluded Personal Property (including the preliminary title commitment and documents relating theretoSubleases) or any leases of equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. Within There are no claims for payment for work, labor or materials affecting the Inspection PeriodProperty which are or may become a lien prior to, or of equal priority with, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured Liens created by the application of proceeds Loan Documents other than the Permitted Encumbrances. Borrower represents and warrants that none of the Purchase Price at Closing (“Lien Defects”); provided further, that Permitted Encumbrances would individually or in the case aggregate reasonably be expected to result in a Material Adverse Effect as of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date and thereafter. Borrower shall preserve its right, title and interest in and to the Property for so long as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In Notes remains outstanding and will warrant and defend same and the event the Seller elects not to cure all or any validity and priority of the Title Objections, or elects to cure but fails to successfully cure Lien hereof from and against any Title Objections prior to Closing, and all claims whatsoever other than the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementPermitted Encumbrances.

Title. During (a) Seller agrees to convey to Purchaser fee simple title to the Inspection PeriodProperty by the Deed, free and clear of all liens, encumbrances, mortgages, deeds of trust, deeds to secure debt, assessments, agreements, options and covenants, except for such matters as are set forth on Exhibit B attached hereto and for such matters as are set forth on Exhibit C attached hereto (those items set forth on Exhibit B and Exhibit C, together, constitute the “Permitted Encumbrances” for this Agreement); provided, however, Seller shall terminate at or before Closing those hunting lease agreements described on Exhibit C which are terminable during such period, at no cost to Seller, in accordance with their terms. If any such agreement is not terminable in accordance with its terms at or before Closing, Seller shall use diligent efforts to cause the parties to cancel, void or otherwise rescind the terms of such agreement. (b) Purchaser shall obtain from have a period of twenty (20) days after the Effective Date of this Agreement to review Seller’s title company selected by Purchaser a preliminary title commitment for to the Property (along the “Title Review Period”) and provide Seller with legible copies written notice (the “Title Objection Notice”) of all documents creating exceptions thereunderPurchaser’s objections to Seller’s title (each, a “Title Objection”), but only to the extent that such exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto. Purchaser shall have the right to object to any new title exceptions created or suffered between the expiration of the Title Review Period and the Closing Date, but only to the extent that such new exceptions are not Permitted Encumbrances pursuant to Exhibit B attached hereto. (c) If Purchaser shall promptly examine timely delivers the preliminary title commitment and documents relating thereto. Within the Inspection PeriodTitle Objection Notice, the Purchaser shall notify the then Seller of may, at its sole option, (i) cure any defects in title in such commitment to which the Purchaser objectsTitle Objection or (ii) not cure any Title Objection; provided, however, that to the Purchaser shall have no extent a Title Objection consists of a lien, mortgage, deed of trust or deed to secure debt securing a monetary obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments which was created or suffered by Seller or any other defect which may party claiming by, through or under Seller, Seller shall be cured by required to use the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any cash portion of the Purchase Price at Closing in the amount necessary to cure Lien Defectsany such objection at Closing. For If any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Objection Seller elects to cure all or any of such Title Objections raised is not cured by Closing, Seller may elect (ii) in the Purchaserpreceding sentence. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of Title Objection set forth in the Title ObjectionsObjection Notice, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing as Purchaser’s sole and exclusive remedy, to: (A) cancel this Agreement by giving providing written notice to Seller on or before 11:00 a.m. (Central Time) on the Sellerday before the Closing Date, to either: (i) terminate whereupon this Agreement will terminate, Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money to Purchaser, and receive neither party will have any further rights, duties or obligations hereunder other than those which expressly survive a refund of termination hereof, or (B) waive all objections and elect to accept title to the entire DepositProperty in its existing condition without any adjustment in the Purchase Price, in which eventevent such Title Objection shall become a Permitted Encumbrance. (d) Except for Permitted Encumbrances, neither party so long as this Agreement remains in force, Seller shall have a claim against not lease, encumber or convey all or part of the other under this AgreementProperty or any interest therein, except as otherwise expressly set forth in this Agreement; or (ii) waive enter into any agreement granting to any person any right with respect to the uncured Title Objections and close under Property or any portion thereof, without the terms prior written consent of this AgreementPurchaser.

Title. During Seller shall / shall not furnish to Buyer an owner's policy of title insurance dated as of the Inspection PeriodClosing Date (the "Title Policy") issued by SELLER’S CHOICE ("Title Company"). Seller’s agreement to pay for any portion of the Title Policy is conditioned on Buyer’s agreement herein to accept the Title Policy and that the closing taking place at the office of, and all disbursements be made by, Seller’s attorney or agent or Title Company on the Closing Date. Buyer shall be responsible for any mortgagee title policy or other title policy and any associated costs. Seller shall not be obligated to pay any portion of the cost of an owner’s policy of title insurance or associated title costs should Buyer obtain its own title commitment, title examination or owner’s policy of title insurance. A. The Title Policy to be furnished to Buyer shall insure Buyer’s title to the property to be good and indefeasible subject only to the following exceptions (“Permitted Exceptions”) (1) existing deed restrictions and restrictive covenants affecting the property; (2) discrepancies, conflicts and shortages in area or boundary lines, or any encroachments or any overlapping of improvements; (3) taxes of the current and subsequent years and subsequent assessments for prior years due to change in land usage or ownership; (4) existing building and zoning restrictions and ordinances; (5) easements or roads, easements visible upon the ground, easements of record and (6) liens created or assumed as security for the Sales Price; (7) rights or privileges of public service companies and utility easements of record or common to any platted subdivision of which the property is a part; (8) reservations or other exceptions of record or known to the Buyer; (9) the terms and provisions of any Declaration, By-Laws and Rules and Regulations of any Condominium Regime or Homeowner’s Association pertaining to the property (together called the “Association Documents”) as amended, including the platted easements and assessments set out therein, and (10) the terms of any ground rent, ground lease or similar agreements, if any, and (11) any other liens, encumbrances, easements, covenants or restrictions of record or known to the Buyer. B. Unless the Buyer obtains Buyer’s own title examination, title commitment or owner’s policy of title insurance, Seller shall make available for Buyer’s review at the Title Company, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for of the Property (along with Title Company and legible copies of all any documents creating title exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing least two (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”2) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections days prior to the Closing (any Date. Buyer shall be entitled to obtain a title commitment prior to the Closing Date and an owner’s policy of title insurance at Buyer’s sole cost and expense. If the commitment reveals a defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention not one of the parties that Lien Defects shall automatically qualify as objections to titlePermitted Exceptions, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the if Seller does not so notify have title to the Purchaser within property, Buyer may either waive such 15 day period, the defect or give written notice to Seller. Seller shall be deemed to have elected not may attempt to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice defect prior to the Purchaser electing Closing Date, or decline to cure any Title Objections, such defect. If Seller is unable or unwilling to cure the Seller shall be obligated to effect such cure defect on or before the Closing Date or such later date as Date, and the defect is not waived by Buyer, then this Contract shall be necessary terminated without liability to effect such cureeither party and the ▇▇▇▇▇▇▇ money shall be returned to Buyer as Buyer’s sole and exclusive remedy. Buyer may not object to any Permitted Exceptions set forth in sub-paragraphs 4(A)(1) through (11) above. Buyer may object to any other exceptions only if the commitment was not available for review prior to the Closing Date and if the commitment was to be provided by Seller, in which date shall not be later than sixty case Buyer will have five (605) days after the date in (i) receipt of Section 4 hereof. In the event the Seller elects not such commitment and documents to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.make written objection(s)

Title. During the Inspection Period, the Purchaser shall obtain from a Borrower owns good and indefeasible title company selected by Purchaser a preliminary title commitment for to the Property (along with legible copies other than the ACL Live Business) and good and marketable title to the related personal property, to the Collateral Accounts and to any other Collateral, in each case free and clear of all documents creating exceptions thereunder), Liens whatsoever except the Permitted Encumbrances. Approved Music Venue Manager owns good and indefeasible leasehold interest in the ACL Music Venue Property (and the Purchaser shall promptly examine related ACL Live Business) and good and marketable title to the preliminary title commitment related personal property and documents relating theretoto the ACL Music Venue Account, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. Within the Inspection PeriodThe Security Instrument, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that when properly recorded in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and appropriate records, together with any Uniform Commercial Code financing statements required to which the Purchaser objectsbe filed in connection therewith, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in will create (i) a valid, perfected first priority Lien on the Property and the rents therefrom and from the Approved Music Venue Lease, enforceable as such against creditors of Section 4 hereof. In and purchasers from Borrower and the event the Seller elects not Approved Music Venue Manager and subject only to cure all or any of the Title ObjectionsPermitted Encumbrances, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections perfected Liens in and close under to all personalty, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. To Borrower's knowledge, the Permitted Encumbrances do not and will not, individually or in the aggregate, result in a Material Adverse Effect. Except as insured over by a Title Insurance Policy, there are no claims for payment for work, labor or materials affecting the Property that are or may become a Lien prior to, or of this Agreementequal priority with, the Liens created by the Loan Documents except for any claims which may arise in relation to the completion of any Tenant Improvements associated with the Showcase Venue Space and capital improvements which are being undertaken by Borrower or any Tenant (or any permitted subtenant) as of the Closing Date, provided, Borrower is not aware of any grounds for a claim that may arise from such ongoing activities. No creditor of Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral.

Title. During The Applicant warrants that: it is entitled to receive the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to Funding which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention subject of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion this Agreement by virtue of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien DefectsA) wherein the Purchaser has delivered notice to the Seller its ownership of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in either (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; superior leasehold or (ii) waive a freehold interest in the uncured Title Objections and close under Building or the Site (the "Superior Interest"), or (B) it being a person appointed to manage the Building pursuant to the terms of a management agreement or the Lease Documents (the "Management Interest"); it is legally entitled either as a matter of discretion (if the Applicant is providing services which are contractually approved in the Lease Documents) or legal compulsion/obligation (if the Works which are the subject of the Funding are required to be performed as a matter of legal obligation) contained within its Superior Interest documentation or Management Interest documentation to repair, maintain, renew, construct or replace the Building or any part of it; and it is entitled to claim from Leaseholders sums of money by way of contribution towards the costs associated with the Works and that this is supported by an obligation on the Leaseholders in the Lease Documents or (where different) the Management Interest documentation to make payments towards costs incurred by the Applicant in either performing its obligations to repair, maintain, renew, construct or replace the Building or any part of it or in providing equivalent services. The Applicant is duly incorporated or (where appropriate) otherwise validly exists under the [law of England and Wales] [specify other legal jurisdiction] and has the power to own its assets and to carry on the business and activities which it conducts or proposes to conduct (including but not limited to the business and activities envisaged under this Agreement). The Applicant has the power to enter into and to exercise its rights and perform its obligations under the Project Documents and the execution on behalf of the Applicant of the Project Documents has been validly authorised (or, if the Works Contract is executed by it after the date hereof, such authority will be obtained before such execution) and the obligations expressed as being assumed by the Applicant under each Project Document constitute valid legal and binding obligations of the Applicant enforceable against the Applicant. All Consents, required by the Applicant in connection with the execution, delivery, issue, validity or enforceability of this Agreement have been obtained and have not been withdrawn. Neither the execution of any Project Document by the Applicant nor the performance or observation of any of its obligations thereunder will:- conflict with or result in any breach of any Statutory Requirement (either in force or enacted but yet to be in force) or any deed, agreement or other instrument, obligation or duty (including any order or decree of any court or arbitrator) to which the Applicant is bound; or cause any limitation on any of the powers whatsoever of the Applicant or on the right or ability of the officers of the Applicant to exercise such powers to be exceeded or otherwise contravene or conflict with its pertaining Constitutional Documents. The Applicant has not committed any Prohibited Act. The Applicant is not subject to, and to the best of its knowledge, information and belief will not become subject to any other obligation (whether resulting from a breach by it of any other agreement or otherwise) compliance with which will or is likely to have a Material Adverse Effect and/or affect adversely its ability to perform its obligations under this Agreement. The Applicant is not in default under any law or enactment or under any deed, agreement or other instrument or obligation to an extent that may affect adversely its ability to perform its obligations under this Agreement. No litigation or administrative or arbitration proceeding before any court, tribunal, Government authority or arbitrator is presently taking place, pending or (to the knowledge, information and belief of the Applicant) threatened against, or against any of the assets of, the Applicant which might have a Material Adverse Effect. The Applicant has made diligent enquiries and to the best of its knowledge, information and belief no person having any charge, lien, encumbrance or other form of security over the Building or the Site has enforced or given notice of its intention to enforce such security and the Applicant has not done or omitted to do anything which would or might reasonably be expected to cause any person to enforce or exercise its rights to enforce such security to the extent that this would affect the Applicant's ability to perform its obligations under this Agreement or the Works Contracts respectively. All Consents required for the Works to be commenced have been obtained and not withdrawn. The Applicant is not aware, after due enquiry, of anything which materially threatens the success of the Project or the completion of this Agreement. The Applicant has full legal control of the Building or has sufficient rights of access to the Building and/or Site arising from Lease Documentation to carry out the Works and to enable Practical Completion of all Works. The Site or Building is free from any conditions, restrictions or covenants which do or might affect the right to carry out the Works or achieve Practical Completion of all Works. The Applicant shall (and shall require that each Contractor shall) in carrying out Works comply with the provisions of the Considerate Constructors Scheme save that where there is any conflict between the provisions of this Agreement and the provisions of such scheme the provisions of this Agreement shall prevail. The Applicant shall ensure (and shall take all reasonable steps to satisfy Homes England that) its employees and all Contractors employed or engaged in connection with the Project are suitable and competent in all respects to allow the proper performance of all necessary work or tasks in relation to the Works and Practical Completion of the Project in accordance with the Project Documents. Neither the Applicant nor any of its officers, employees, agents or subcontractors have: committed an offence under the Modern Slavery ▇▇▇ ▇▇▇▇; or been notified that it is subject to an investigation relating to an alleged offence or prosecution under the Modern Slavery ▇▇▇ ▇▇▇▇; or become aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under the Modern Slavery ▇▇▇ ▇▇▇▇. The Applicant shall implement due diligence procedures for its subcontractors, agents, suppliers, and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains. No Event of Default has occurred and is continuing or would result from the provision of any Funding. No other event or circumstance is continuing which constitutes (or with the giving of notice, the lapse of time, the determination of materiality or the fulfilment of any other applicable condition or any combination of the foregoing), would or could reasonably be expected to constitute a default by the Applicant under any other document or arrangement which is binding on it or on any of its assets in any case to an extent or in a manner which has or could reasonably be expected to have a Material Adverse Effect. The Applicant shall ensure that each Contractor and all works, goods and/or services relating to the Works and/or the Project shall be procured in accordance with Good Procurement Practice using a fair and documented decision-making process which takes into account the need for public sector accountability and probity and specifically that no Contractor is appointed (without Homes England's consent) that is Connected with the Applicant. The Applicant shall promptly provide to Homes England or any Regulatory Body any information which Homes England or that Regulatory Body may request to demonstrate compliance with this Clause 3.5.

Title. During the Inspection Period, the Purchaser 5.1 The Transferring Party shall obtain from a convey marketable and insurable title company selected by Purchaser a preliminary title commitment for the College Property to the District. The College Property shall not be subject to any (along i) mortgage, deed to secure debt, deed of trust, security agreement, judgment, lien or claim of lien, or any other title exception or defect that is monetary in nature. The Transferring Party hereby agrees to pay and satisfy of record any such title defects or exceptions prior to or at Closing at the Transferring Party’s expense, or (ii) any leases, except those specifically provided herein, rental agreements or other rights of occupancy of any kind, whether written or oral (the items described in (i) and (ii) are hereinafter referred collectively as the “Seller Defects”). The Transferring Party shall, at its own expense, and within thirty (30) days after the Date of this Contract, deliver to Purchaser an Owner’s title insurance commitment (“Title Commitment”), issued by Title Underwriters Agency (“Title Company”) covering the College Property and naming Purchaser as the proposed insured together with legible copies of all documents creating shown as exceptions thereunderin the Title Commitment, showing merchantable title subject only to the following permitted exceptions: all accrued taxes, fees and special assessments not yet due and payable and credited to Purchaser at Closing; building setbacks, use and occupancy restrictions, conditions and covenants of record; zoning laws and ordinances; easements for the use of public utilities; and roads and highways (“Permitted Title Exceptions”), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection PeriodIn addition, the Purchaser shall notify Title Commitment must include Extended Coverage Endorsement (unless such coverage cannot be provided by a Title Company). As to any title exceptions or defects other than Permitted Title Exceptions affecting the Seller of any defects in title in such commitment to which relevant Property, including matters shown on the Purchaser objects; providedSurvey, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds fourteen (14) Business Days after receipt of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise Title Commitment or after the effective date delivery of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior survey to the Closing (any defect in title Transferring Party, whichever is later, to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice give Notice to the Seller Transferring Party of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt any objections of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If Purchaser fails to give any Notice to the Seller does not so notify the Transferring Party by such date, Purchaser within such 15 day period, the Seller shall be deemed to have elected not waived this right to object to any exceptions or defects. If Purchaser does give the other Notice of objection to any title exceptions or defects, the Transferring Party shall have the right for a period of thirty (30) Business Days after such Notice to cure such Title Objectionsor satisfy all Seller Defects. All exceptions to title which are not Lien Defects and as to which If the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on Transferring Party fails or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all any unpermitted title exceptions or any of defects, then Purchaser may elect to close the Title Objectionstransaction and take title, subject to such exception, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the terminate this Contract. Purchaser shall have the right, exercisable right at any time prior to Closing by giving notice waive any objections that it may have made and thereby to preserve this Contract in effect. So long as this Contract remains in effect, the Parties agrees not to alter or encumber in any way the title to the Seller, to either: (i) terminate this Agreement and receive a refund relevant Properties. Purchaser shall pay its own costs of the entire Depositextended coverage endorsement. 5.2 As used in Subparagraph 5.1, “insurable title” shall mean title insurable at standard rates by the Title Company with a standard ALTA (Form 1992, without a creditor’s rights exclusion) extended coverage Contract Purchaser’s title insurance policy. 5.3 The Closing shall be a “New York style” closing, and the title insurance policy to be issued to Purchaser for the College Property shall be effective and in which event, neither party force at the time of delivery. Any costs associated with said closing shall have a claim against be equally shared by the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementParties.

Title. During the Inspection Period, the Purchaser shall obtain from The Mortgagor shall: (i) (A) keep in effect all rights and appurtenances to or that constitute a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds part of the Purchase Price at Closing Mortgaged Property and (“Lien Defects”); provided furtherB) protect, that preserve and defend its interest in the case of defects which arise after the effective date of the Purchaser’s Mortgaged Property and title commitment for the thereto, except against Permitted Real Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections Liens (other than the Lien Defectscreated by this Mortgage); (ii) wherein (A) comply with each of the Purchaser has delivered notice terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property, (B) forever warrant and defend to the Seller Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all Persons whomsoever affecting or purporting to affect the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder, except against Permitted Real Property Liens (other than the Lien created by this Mortgage) and (C) maintain a valid and enforceable first priority Lien, except against Permitted Real Property Liens (other than the Lien created by this Mortgage) on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Real Property Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except as otherwise expressly set forth Mortgagee for deposit into the Collateral Account and shall be applied in this Agreement; or (ii) waive the uncured Title Objections and close under manner applicable to Net Loss Proceeds in accordance with the terms provisions of this AgreementSection 4.10 of the Indenture.

Title. During Prior to the expiration of the Inspection Period, Purchaser, at Purchaser's expense, shall obtain a commitment (the "COMMITMENT") for an owner's ALTA title insurance policy from Chicago Title Insurance Company (or other national title company) in favor of Purchaser in the amount of the Purchase Price. The Commitment shall be endorsed and updated at Purchaser's expense within ten (10) days before Closing. The Commitment and any endorsement thereof shall show Seller to be vested with good, marketable and insurable fee simple title to the Realty, free and clear of all liens, encumbrances and other matters, except only the following (the "PERMITTED EXCEPTIONS"): (a) Ad valorem real estate taxes for 2004 and subsequent years. (b) All applicable zoning ordinances and regulations, none of which shall prohibit or otherwise interfere with all uses presently being made of the Property. (c) The matters set forth on Exhibit "C" attached hereto. Prior to expiration of the Inspection Period, Purchaser shall also obtain at Purchaser's expense, a survey (the "SURVEY") of the Realty showing and certifying the exact location and legal description of the Realty and meeting the minimum technical standards of the American Land Title Association, the Florida Board of Land Surveyors and the State of Florida Department of Professional Regulation, certified to Purchaser and Purchaser's title insurer, and prepared as of a date subsequent to the date of this Agreement. Title shall be deemed good, marketable and insurable only if the Commitment allows for issuance of an Owner's ALTA Policy effective as of Closing at minimum promulgated risk rate premiums, without any guarantees and without any exceptions, standard or otherwise, other than the Permitted Exceptions. Purchaser shall have until the expiration of the Inspection Period within which to examine the Commitment and the Survey. If Purchaser finds title to be defective, Purchaser shall, no later than the expiration of the Inspection Period notify Seller in writing specifying the defect(s) (which defect(s) shall also include any UCC-1 Financing Statements filed with the Florida Secretary of State); provided that if Purchaser fails to give Seller written notice of defect(s) before the expiration of the Inspection Period, the matters shown in the Commitment or Survey shall be deemed to be waived as title objections to closing this transaction. Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; providedmay raise as additional objections, however, that any matters first shown by the endorsement of the Commitment as provided above. If Purchaser has given Seller timely written notice of defect(s) and the defect(s) render the title other than as represented in this Agreement, Seller shall have no obligation use its good faith diligent efforts to object cause such defects to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and closing but shall not be required to which the Purchaser objects, the Purchaser shall notify the Seller institute any administrative or judicial proceedings or to expend in excess of such objections prior to the Closing (any defect $20,000.00 in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention pursuit of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty except for "Seller Liens" (60) days after as defined below). Seller agrees to remove by payment, bonding, or otherwise any lien against the date in Property caused or created by Seller capable of removal by the payment of money or bonding (i) of Section 4 hereof"SELLER LIENS"). In the event the that Seller elects does not to cure all or eliminate any defects as of the Title Objectionsdate of closing, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to option of either: (i) terminate closing and accepting the title "as is," without reduction in the Purchase Price and without claim against Seller therefor except that Purchaser may deduct from the Purchase Price the amount of any Seller Liens, or (ii) canceling this Agreement and receive a refund of the entire Deposit, in which eventevent the Escrow Agent shall return the Deposit and all interest earned thereon to Purchaser, neither party whereupon both parties shall have a claim against the other be released from all further obligations under this Agreement, except as otherwise those obligations which expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementsurvive termination.

Title. During (i) Section 2.7(a)(i) of the Inspection PeriodCompany Disclosure Letter identifies all of the Company Properties including the Fee Land, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder)Leased Property, Patented Mining Claims, Unpatented Mining Claims, Water Rights and the Purchaser shall promptly examine the preliminary title commitment any other properties, leases, subleases and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment other Contracts pursuant to which the Purchaser objects; providedAcquired Companies derives their rights in the Company Properties. The Acquired Companies have good and defensible record title to, howeveror valid leasehold or subleasehold interest in, that as applicable, the Purchaser shall have no obligation to object to defects relating to deeds Company Properties, free and clear of trust, mechanics’ all liens, judgments or any Encumbrances and other defect which may be cured burdens on production, except for Permitted Encumbrances (“Good Title”). (ii) The fee property set forth on Section 2.7(a)(ii) of the Company Disclosure Letter (the “Fee Lands”) represents all of the Fee Lands held by the application of proceeds Company. The Company has Good Title to all of the Purchase Price at Closing Fee Lands. (iii) The property leased to Company as a lessee set forth on Section 2.7(a)(iii) of the Company Disclosure Letter represents all of the leasehold interests held by the Company (the “Lien DefectsLease Property”); . The Company has a valid and enforceable current leasehold or subleasehold interest in all of the Lease Property. (iv) Section 2.7(a)(iv) of the Company Disclosure Letter sets forth all of the unpatented mining claims owned by the Acquired Companies (the “Unpatented Mining Claims”) and all of the patented mining claims owned by the Acquired Companies (the “Patented Mining Claims”). Except as provided furtheron Section 2.7(a)(iv) of the Company Disclosure Letter and, that in the case of defects which arise after the effective date Unpatented Mining Claims subject to the paramount title of the Purchaser’s title commitment United States, and the rights of third parties to use the surface of the Unpatented Mining Claims pursuant to applicable Legal Requirements, the Acquired Companies hold Good Title to the Unpatented Mining Claims and the Patented Mining Claims. (v) The water rights set forth on Section 2.7(a)(v) of the Company Disclosure Letter (the “Water Rights”) represents all of the water rights held by the Acquired Companies. Except as set out in Section 2.7(a)(v) of the Company Disclosure Letter, all Water Rights are in good standing, unencumbered, are not subject to any third-party claim or challenge to the validity of the right held by the Acquired Companies, and not subject to any regulatory enforcement action including, without limitation, cancellation or forfeiture proceedings, that might affect the ability of the Acquired Companies to use the water for the Property intended purpose. (“Post- Commitment Defects”vi) Except as set forth on Section 2.7(a)(vi) of the Company Disclosure Letter, no Acquired Company owns, holds, controls, leases, uses or occupies any other real property or material asset other than the Company Properties. (vii) Section 2.7(a)(vii) of the Company Disclosure Letter sets forth all the rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations payable in relation to which any of the Purchaser objectsCompany Properties (collectively, the Purchaser shall notify “Royalties”), and there are no other Royalties in effect or contingent that will come into effect or increase in the Seller of such objections future. All Royalties due and payable, or performable, as the case may be, on or prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, date hereof and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice prior to the Seller Effective Date under, with respect to, or on account of, any direct or indirect assets of the Purchaser’s objection thereto, the Seller shall any Acquired Company have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in been (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: duly paid; (iii) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreementduly performed; or (iiiii) waive provided for prior to the uncured Title Objections and close under the terms date of this Agreement. (viii) There are no material pending, or, to the knowledge of the Company, threatened proceedings by any Governmental Body or any other Person to cancel, terminate or modify Good Title to the Company Properties. The Acquired Companies have made all filings, recordings, and other paid assessments and fees sufficient to maintain Good Title with respect to all Company Property . (ix) There are no Abandoned Mine Workings on any Company Property. (x) There are no adverse claims, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company, that are threatened, affecting or which could affect the Acquired Companies’ Good Title in any Company Property or the ability of any Acquired Company to explore or develop any Company Property.

Title. During the Inspection PeriodA. Purchaser, the Purchaser at its expense, shall obtain a title insurance binder from a recognized title insurance company selected by Purchaser a preliminary title commitment for doing business in the Property State of New Jersey (along with legible copies of all documents creating exceptions thereunderhereinafter referred to as the "Title Company"), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing insuring "marketable title" (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”as hereinafter defined) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien DefectsProperty. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller purposes of the Purchaser’s objection theretothis Agreement, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller a "marketable title" shall be deemed to have elected not to cure be such Title Objections. All exceptions to title which are not Lien Defects as any recognized title insurance company doing business in the State of New Jersey shall insure at standard rates and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice subject only to the usual printed exceptions and to those title exceptions which Purchaser electing does not object to cure or which Purchaser accepts as hereinafter provided and with an endorsement insuring access and contiguity to all adjacent roads, highways, streets, alleys and the like without any Title Objectionsstrips or gores. Purchaser, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty within thirty (6030) days after the date hereof, shall forward to Seller a copy of its title insurance binder and specify in (i) of Section 4 hereof. In the event the Seller elects not to cure all or writing any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except alleged defects as otherwise expressly set forth in this Agreement; said binder and/or the Survey (as hereinafter defined), subject to Purchaser's timely receipt of the Survey from Seller. Within seven (7) days following receipt of the Purchaser's notice setting forth the title defect(s) (the "Seller Cure Period"), Seller shall use its best efforts to cause any such defect(s) to be removed as title exception(s) or (iito cause a similarly recognized title company to insure marketable title over and above any alleged defect(s). Purchaser may, on written notice to Seller, extend the Seller Cure Period in its sole discretion. If Seller causes such defect(s) waive to be removed as aforesaid, or marketable title to be insured for the uncured Property C. If a search of title discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to that of Seller or partners of Seller, Seller will on request deliver to Purchaser an affidavit, or such other evidence as the Title Objections and close under the terms Company may require, showing that such judgments, bankruptcies or other returns are not against Seller or such partners of this AgreementSeller.

Title. During (a) As to each Purchased Banking Asset other than Owned Banking Premises and Banking Leases, BNY or one of its Subsidiaries is the Inspection Periodlawful owner of such Purchased Banking Asset, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies free and clear of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections Liens (other than Lien DefectsPermitted Liens) wherein the Purchaser has delivered notice to the Seller and, assuming receipt of the Purchaser’s objection theretoconsents set forth on SCHEDULE 8.21(a), BNY and its Subsidiaries will have the Seller shall have fifteen (15) days from the receipt right to sell and convey to JPM all of such notice Purchased Banking Assets on the Closing Date. (b) As to Owned Banking Premises, BNY or notices within one of its Subsidiaries is the lawful owner of the Owned Banking Premises free and clear of all Liens except for Permitted Liens. (c) As to Banking Leases, BNY or one of its Subsidiaries has a valid leasehold interest in the Leased Premises covered by such Lease, free and clear of all Liens except Permitted Liens, none of which to notify the Purchaser as to whether the Seller elects to cure all Permitted Liens shall prevent BNY or any of such Title Objections raised by its Subsidiaries from using the Purchaserpremises covered thereby as presently used. If the Seller does not so notify the Purchaser within such 15 day periodBNY and its Subsidiaries have and will upon receipt of all required consents, assign to JPM, the Seller shall be deemed Banking Leases, and has and will upon receipt of all consents set forth on SCHEDULE 8.21(c), convey to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects JPM and as to which its Subsidiaries on the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In Closing Date, a valid leasehold interest in the event the Seller has given such notice Leased Banking Premises or, to the Purchaser electing extent applicable, licenses with respect thereto, subject only to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementPermitted Liens.

Title. During 14.01 The rights of the Inspection PeriodLandlord under this lease may be mortgaged, charged, transferred or assigned to a purchaser or to a mortgagee or trustee for bond holders, and in the event of a sale or of default by the Landlord under any mortgage, trust deed or trust indenture and the purchaser, mortgagee or trustee, as the case may be, duly entering into possession of the building or the leased premises, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for Tenant agrees to attorn to and become the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller tenant of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titlepurchaser, and the Purchaser shall apply all mortgagee or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close trustee under the terms of this Agreementlease, and to execute promptly upon request by the Landlord any certificate, instrument or postponement or attornment or other instrument which may from time to time be requested to give effect thereto, PROVIDED HOWEVER that any postponement or attornment or other instrument given hereunder shall reserve to the Tenant the right to continue in possession of the leased premises under the terms of this lease so long as the Tenant shall not be in default under such terms. The Tenant hereby irrevocably appoints the Landlord the attorney for the Tenant with full power and authority to execute and deliver such instruments for and in the name of the Tenant. 14.02 This lease shall, upon the written request of the Landlord, be made subject and subordinate to all mortgages, trust deeds or trust indentures which may now or at any time hereafter affect in whole or in part the leased premises, and whether or not any such mortgage, trust deed or trust indenture shall affect only the building or shall be a blanket mortgage, trust deed or trust indenture affecting other premises as well. This lease shall also be subject and subordinate to all renewals, modifications, consolidations, replacements and extensions of any such mortgage, trust deed or trust indenture. 14.03 In the event that, upon any proposed sale, assignment, hypothecation or mortgaging of the leased premises by the Landlord, an off-set statement is required from the Tenant, the Tenant covenants and agrees with the Landlord to deliver within 10 days after request therefor by the Landlord, in such form as the Landlord may reasonably require, a certificate to any proposed mortgagee or purchaser, or to the Landlord, certifying that this lease is in full force and effect (or, if modified, stating the modifications and that the same is in full force and effect as modified) and that there are no defences, set-off s or prepayments in relation thereto. 14.04 The Tenant shall, from time to time at the request of the Landlord and within 10 days of such request, certify or acknowledge to any mortgagee, purchaser, lessee or assignee or proposed mortgagee, purchaser, lessee or assignee, the status and validity of this lease, and the state of the Landlord's and Tenant's account hereunder. 14.05 In the event of the sale or lease by the Landlord of the building or the lands or a portion thereof, or the assignment by the Landlord of this lease or any interest of the Landlord hereunder, and to the extent that any purchaser, lessee under such lease, or assignee has assumed the covenants and obligations of the Landlord hereunder, the Landlord shall, without further written agreement, be freed and relieved of liability upon its covenants and obligations hereunder.

Title. During The Mortgagor shall: (i) (A) keep in effect all rights and appurtenances to or that constitute a part of the Inspection PeriodMortgaged Property except as permitted pursuant to the Second Priority Indenture and (B) protect, preserve and defend its interest in the Purchaser shall obtain from a Mortgaged Property and title company selected by Purchaser a preliminary title commitment for thereto; (A) comply with each of the Property (along with legible copies of all documents creating exceptions thereunder)terms, conditions and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller provisions of any defects in title in such commitment to obligation of the Mortgagor which is secured by the Purchaser objects; provided, however, that Mortgaged Property or the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect noncompliance with which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that result in the case imposition of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that a Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than a Permitted Mortgaged Property Lien) on the Mortgaged Property, except where the failure to so comply would not result in a Property Material Adverse Effect, or the noncompliance with which may result in the imposition of a Lien Defects(other than a Permitted Mortgaged Property Lien) wherein on the Purchaser has delivered notice Mortgaged Property, (B) forever warrant and defend to the Seller Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all Persons whomsoever affecting or purporting to affect the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a valid and enforceable second priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a second priority security interest in the Mortgaged Property, which second priority Lien and security interest shall be subject only to Permitted Mortgaged Property Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such Proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except as otherwise expressly set forth Mortgagee for deposit in this Agreement; or (ii) waive the uncured Title Objections Collateral Account and close under shall be applied in the terms manner applicable to Net Loss Proceeds to restore the Mortgaged Property in accordance with the provisions of this AgreementSection 4.16 of the Second Priority Indenture.

Title. During Seller, at its sole expense, within three (3) business days of the Inspection PeriodEffective Date, shall order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an ALTA Owner’s Title Insurance Policy (collectively, the Purchaser shall obtain from a “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title company selected by Purchaser a preliminary title commitment for to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; the rights of parties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. Buyer shall, at its sole expense, order and obtain an updated survey of the Property within one (along with legible copies 1) business day following the Effective Date of all documents creating exceptions thereunderthis Agreement (the “Survey”), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object execute any “no change” or equivalent affidavit with respect to defects relating the existing survey of the real property, nor shall Seller have any obligation to deeds of trust, mechanics’ liens, judgments make any representations or warranties regarding such survey or any other defect which may measurements or depictions thereon. Buyer shall be cured by the application of proceeds allowed ten (10) days after receipt of the Purchase Price at Closing Title Commitment for examination and the making of any title objections thereto (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). It is Except as set forth below, any title exception disclosed by the intention Title Commitment or Buyer’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller shall fail to cure (or commence to cure) or eliminate all the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing Title Objections listed in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller Notice of the Purchaser’s objection thereto, the Seller shall have Defect within fifteen (15) business days from the after receipt of such notice or notices within which to notify the Purchaser as to whether Notice of Objections (the Seller elects to cure all or any of such “Title Objections raised by Cure Period”), then Buyer may elect either to: (a) accept the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Property subject to the Purchaser electing to cure any title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title ObjectionsException(s) hereunder), the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60b) days after the date in (i) of Section 4 hereofterminate this Agreement. In the event the that Seller elects not agrees to cure all a Title Objection and commences such cure, but the same cannot be cured within the Title Cure Period, the Buyer may, by written notice to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions or any terminate the Agreement by written notice to Seller delivered within three (3) business days following the end of the Title ObjectionsCure Period, and the failure to deliver such election notice shall constitute an election to proceed under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or elects other claim in a liquidated amount incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to cure the title to the Property shall not in any event be a Permitted Title Exception hereunder, but fails to successfully cure any Title Objections prior to such claim shall be paid or satisfied out of the sums payable by Buyer at Closing, and the Purchaser proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the right, exercisable at any time prior to Closing by giving notice to the acts or omissions of Seller, to either: (i) terminate this Agreement and receive a refund not those of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementTenant.

Title. During Within ten (10) days following the Inspection PeriodEffective Date, the Seller shall obtain, at Seller’s expense, and deliver to Purchaser shall obtain from a title company selected by commitment (the “Commitment”) for an ALTA Owner’s Title Insurance Policy (the “Title Policy”) from First American Title Insurance Company (the “Title Company”) in favor of Purchaser a preliminary title commitment for in the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds amount of the Purchase Price at Closing and a copy of all documents referenced therein. Seller shall also obtain, within ten (“Lien Defects”); provided further10) days following the Effective Date, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein UCC searches as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller from the Minnesota Secretary of State and Anoka County Recorder (UCC Division). The Commitment shall show Seller to be vested with fee simple title to the Land. The UCC searches shall reveal no encumbrances with respect to the Fixtures. The Commitment will also contain proper searches covering bankruptcies, federal and state judgments and liens, federal tax liens and special assessment searches from the municipalities in which the Property is located indicating levied, pending and deferred special assessments. Any endorsements which Purchaser shall request in connection with such Title Policy shall be obtained at Purchaser’s objection thereto, the Seller expense. Purchaser shall have fifteen thirty (1530) days from the receipt of such notice or notices the Commitment and the UCC searches within which to notify examine same. If Purchaser finds title to be unacceptable in Purchaser’s sole discretion, Purchaser shall, no later than the Purchaser as to whether the Seller elects to cure all or any expiration of such Title Objections raised by thirty (30) day period, notify Seller in writing of the Purchaser. If defect(s), provided that if Purchaser fails to give Seller written notice of defect(s) before the Seller does not so notify the Purchaser within such 15 expiration of said thirty (30) day period, the Seller matters shown in the Commitment and the UCC searches shall be deemed to have elected not to cure such Title Objectionsbe waived as title objections. All exceptions to title which are not Lien Defects and as to which the If Purchaser has given Seller timely written notice of defect(s), Seller shall use best efforts to cause such defect(s) to be cured within thirty (30) days. Seller agrees to remove by payment, bonding, or otherwise, any lien or encumbrance in a liquidated amount against the Property which was created by Seller and which is removable by the payment of money or the posting of a bond. Seller shall not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing required to cure any Title Objectionsother defect(s) to the extent that the cost of curing such defect(s) exceeds, in the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cureaggregate, which date shall not be later than sixty Ten Thousand and 00/100 Dollars (60) days after the date in (i) of Section 4 hereof$10,000.00). In the event the that Seller elects is either unable or not required to cure all or any eliminate such other title defects as of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to date of Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to option of either: (i) terminate this Agreement closing and receive a refund of accepting the entire Deposit, title “as is,” without reduction in which event, neither party shall have a the Purchase Price and without claim against the other under this Agreement, except as otherwise expressly set forth in this AgreementSeller therefor; or (ii) waive the uncured Title Objections and close under the terms of canceling this Agreement, in which event the Escrow Agent shall return the Deposit and all interest earned thereon to Purchaser, whereupon both parties shall be released from all further obligations under this Agreement. Any title matters to which Purchaser does not object or which Purchaser elects to take title subject to at Closing shall be defined as “Permitted Exceptions.”

Title. During Upon execution hereof by all parties, SummitBridge shall order and promptly deliver, when received, to SummitBridge and Receiver a copy of a commitment (the Inspection Period“Title Commitment”) to issue an ALTA 2006 owner’s title insurance policy issued by a nationally-recognized title insurance company reasonably acceptable to SummitBridge and Receiver (the “Title Company”), reflecting the status of title to the Land and Improvements. Purchaser shall obtain from a be solely responsible for the costs of obtaining such Title Commitment and for the cost of obtaining any owner’s title company selected policy and any lender’s title policy, as well as all title endorsements. Purchaser shall be responsible for the cost of any survey of the Premises desired by Purchaser a preliminary title commitment or required for the Property purchase (along with legible copies of the “Survey”); provided, however, in the event Purchaser obtains a Survey, it shall be certified to SummitBridge. Purchaser expressly agrees that it is taking title to the Land and Improvements pursuant to this Agreement subject to all documents creating exceptions thereunder)encumbrances and matters identified in the Title Commitment, and that Purchaser’s sole recourse for any encumbrances and matters of title which are not disclosed in the Title Commitment shall be against the Title Company under a policy of title insurance purchased by Purchaser at its sole cost and expense, and under no circumstances shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objectsSummitBridge or Receiver be liable therefor; provided, however, that if Purchaser chooses to proceed to Closing prior to receipt of the Title Commitment, Purchaser acknowledges and agrees that it is taking title to the Land and Improvements subject to all encumbrances and matters of existence whether or not the same ultimately is or would have been disclosed by the Title Commitment, and that in such instance Purchaser shall have no obligation to object to defects recourse against SummitBridge, Receiver or the Title Company for matters relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds title of the Purchase Price at Closing (“Lien Defects”)Land or Improvements; provided provided, further, that nothing in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller 3 shall be deemed to have elected not relieve SummitBridge of its obligation to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which pursue the Purchaser has not objected pursuant to this Post-Closing Foreclosures under Section 10.6 shall be deemed “Permitted Exceptions7.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During the Inspection Period, the (a) Purchaser shall obtain from have obtained a title company selected by Purchaser a preliminary title commitment for the issuance of a standard ALTA fee owner's title insurance policy, in an amount of coverage equal to the allocated value of the Real Property and all improvements thereon, from a nationally recognized title insurance company qualified to conduct title insurance business in the State of North Carolina (along with legible copies the "Title Company"), insuring that title to each parcel of the Real Property and improvements thereon shall be free and clear of all documents creating liens, assessments, restrictions, encumbrances, easements, leases, tenancies, claims or rights of use or possession and other title objections, except for (i) the standard exceptions thereunder)normally contained in the ALTA owner's title insurance policy and any exceptions that are standard in the State of North Carolina, (ii) building and zoning laws, ordinances, state and federal regulations, (iii) restrictions of record relating to use or improvement of the premises without effective forfeiture provisions, and (iv) utility and other easements that do not materially adversely affect the Purchaser shall promptly examine intended use or the preliminary title commitment and documents relating thereto. Within value of the Inspection PeriodReal Property in its current use (collectively, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects"Permitted Exceptions"); provided, however, that Seller, at Purchaser's request, shall provide such affidavits to the Title Company or take such other actions as may be reasonably requested that would enable the Title Company to remove any of such standard exceptions. Purchaser shall also have obtained surveys of the Real Property made by a registered land surveyor bearing a certificate addressed to Purchaser and Purchaser's title insurance company, signed by the surveyor, certifying that the survey was actually made on the ground and that there are no obligation to object to defects encumbrances except as shown, and complying with the minimum detail requirements for land title surveys as adopted by the Land Title Association. Purchaser shall pay all premiums and other expenses relating to deeds of trustsuch surveys and title insurance policy commitment including, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectswithout limitation, the Purchaser shall notify the Seller of such objections prior to the Closing title insurance premium. (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defectsb) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen the right, but not the obligation, to remove any title exception (15"Title Exception") days from which is not a Permitted Exception if so requested by Purchaser. In the receipt event of such notice or notices within which Seller's election to notify the Purchaser as take action to whether the Seller elects to cure all or any of remove such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodException, the Seller shall be deemed entitled to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before one adjournment of the Closing Date or such later date as shall be necessary for a period not to effect such cure, which date shall not be later than exceed sixty (60) days after the or such longer period as may be reasonably needed to cure such Title Exceptions, and such Closing Date shall be adjourned to such date in as may be specified by Seller. If (i) for any reason whatsoever Seller shall not have succeeded in removing such Title Exceptions at the expiration of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objectionssuch adjourned period, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) at such time prior thereto as Seller determines that it will not be able to satisfy the same, Seller shall give Purchaser written notice thereof and Purchaser shall have five (5) business days from the expiration of such adjourned period or the receipt of such notice, as the case may be, to elect by written notice to Seller to purchase the Real Property subject to such Title Exceptions without abatement or reduction of the Purchase Price or any other liability of Seller. If Purchaser fails to make such election or shall otherwise be unwilling to waive the uncured same and to close this transaction without abatement of the Purchase Price or allowance of any kind, this Agreement shall be and be deemed to be terminated in accordance with Section 10.1(d), and Seller shall reimburse Purchaser for all out of pocket expenses incurred by Purchaser in connection with the transactions contemplated hereby. Nothing herein contained shall obligate Seller to bring any action or proceeding or otherwise incur any expense in order to cure or remedy any defect in title. If on the Closing Date there may be any liens or encumbrances which Seller is obligated to pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, Seller may use any portion of the Fixed Payment to satisfy the same, provided (i) Seller shall deliver to Purchaser on the Closing Date instruments in recordable form and sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments or (ii) Seller, having made arrangements with the Title Objections Company, shall deposit with the Title Company sufficient monies to insure the obtaining and close under the recording of such satisfaction(s) and removal of said liens or encumbrances as exceptions to the coverage of the policy of insurance issued by the Title Company. The existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. (c) The acceptance of the deeds by Purchaser shall be deemed to be full performance and discharge of every agreement and obligation on the part of the ▇▇▇▇▇▇ to be performed herein pursuant to the terms of this AgreementAgreement with respect to the Real Property, except as to those which are specifically stated herein to survive the Closing, and except that nothing herein is intended to limit any obligation of Seller hereunder which is to be performed in whole or in part after the Closing.

Title. During Junior B Mezzanine Guarantor has good title to its properties and assets, including its interest in the Inspection PeriodJunior A Mezzanine Guarantor, in each case free and clear of all Liens whatsoever except the Junior B Mezzanine Guarantor Permitted Encumbrances. Senior Mezzanine Guarantor has good title to its properties and assets, including its interest in the Borrower and Borrower GP, in each case free and clear of all Liens whatsoever except the Senior Mezzanine Guarantor Permitted Encumbrances. Junior A Mezzanine Guarantor has good title to its properties and assets, including its interest in Senior Mezzanine Guarantor, in each case free and clear of all Liens whatsoever except the Junior A Mezzanine Guarantor Permitted Encumbrances. Except for Permitted Encumbrances, the Purchaser shall obtain from a Borrower has good and insurable title company selected by Purchaser a preliminary title commitment for in fee to the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary good title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect related personal property. The Permitted Encumbrances do not and will not materially adversely affect Borrower’s ability to repay the Debt in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under accordance with the terms of this Agreementthe Loan Documents or Junior B Mezzanine Guarantor’s ability to meet its obligations under its Guaranty. The Pledge Agreements and the other Loan Documents, upon filing of UCC financing statements in the applicable jurisdiction, create and constitute a valid and perfected Lien on the Collateral for the full amount of the Loan Amount, free and clear of all Liens other than Junior B Mezzanine Guarantor Permitted Encumbrances. Except as indicated in and insured over by a Qualified Title Insurance Policy, there are no claims for payment for work, labor or materials affecting the Property which are or, to Borrower’s Knowledge, may become a Lien on the Property. There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, materially and adversely impair the use or operations of the Property or impair Borrower’s ability to pay its obligations in a timely manner.

Title. During On Piedmont’s request, during the Inspection Period, the Purchaser shall obtain from a Option Period Owner will make available to Piedmont such abstracts of title company selected by Purchaser a preliminary and other title commitment for records pertaining to the Property (along with legible copies of all documents creating exceptions thereunder), which Owner may have. Piedmont may investigate and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of cure as it elects any defects in the title to the patented lands and the unpatented mining claims or the location, recordation or filing of the unpatented mining claims which comprise the Property, and Owner agrees to cooperate fully with the curing of the deficiencies at Piedmont’s expense. Piedmont’s title curative expenses shall be Expenditures. Subject to the Underlying Agreement, during the Option Period Piedmont may relocate or amend the mining claims which are part of the Property and refile or re-record any documents or instruments for any mining claim part of the Property. Piedmont shall first confer with Owner about the proposed amendment or relocation. If required for the relocation of any mining claim part of the Property, Owner agrees to execute notices of abandonment of such mining claims as Piedmont reasonably requests. This Agreement and the Mining Venture Agreement shall apply to and include any and all amendments or relocations of the unpatented mining claims part of the Property. The parties desire to ensure that any and all interests of the parties in the lands subject to the unpatented mining claims which comprise all or part of the Property, including any rights or interests acquired in such commitment lands under the mining laws, as amended, repealed or superseded, shall be part of the Property and shall be subject to this Agreement. If pursuant to any amendment of the mining laws, Owner or the lessor under an Underlying Agreement is granted the right to convert its interest in the unpatented mining claims which comprise the Purchaser objects; providedProperty to a lease, howeverlicense, permit, patented mining claims or other right or interest, all such rights or interests shall be deemed to be part of the Property subject to this Agreement. In such case, the parties shall execute and deliver an addendum to this Agreement, in recordable form, which provides that all such converted rights or interests are part of the Purchaser Property and are subject to this Agreement. If the United States or any third party attacks the validity of the mining claims part of the Property, Piedmont shall have no obligation to object defend their validity unless Piedmont is required to defects relating do so by reason of its assumption of Owner’s obligations under the Underlying Agreement or unless the attack is based on Piedmont’s failure to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by maintain the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller validity of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”)mining claims. It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date Dome-HiHo Exploration Agr 081205 Piedmont shall not be later than sixty (60) days required to defend any attack based upon any change in law effective after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms Effective Date of this Agreement.

Title. During From and after the Inspection PeriodEffective Date, Buyer shall have the Purchaser shall obtain from right to order a title company selected insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the “Title Commitment”). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by Purchaser a preliminary title commitment for First American Title Insurance Company acceptable to Buyer (the Property (along with legible copies of all documents creating exceptions thereunder“Title Company”), agreeing to issue, upon recording of the general warranty deed described in this Agreement, an ALTA owner’s title insurance policy to Buyer and an ALTA Lender’s title insurance policy issued to Buyer’s lender(s), if applicable, in the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds amount of the Purchase Price at Closing (“Lien Defects”); provided further, that insuring title to the Real Property to be in the case of defects which arise after condition called for by this Agreement and containing a “fifty-year chain-of-title search,” a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the effective survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for “gap coverage,” a location endorsement and an owner’s comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the Purchaser’s recording of the Deed and provide a “title commitment for ▇▇▇▇-up” showing the Property final form of the title insurance policy (including the above referenced endorsements) to be issued, which ▇▇▇▇-up shall obligate the Title Company to issue the final title insurance policy in such form. The title ▇▇▇▇-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer pursuant to Section 4(b) of this Agreement and thereafter set forth on the attached Schedule 1(g) (the “Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsPermitted Exceptions”). It is the intention A written statement of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion obligee of the Purchase Price at Closing in the amount necessary of any lien or encumbrance to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised be discharged by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the provided by Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty within ten (6010) days after the date in (i) of Section 4 hereoftitle evidence is furnished to Buyer. In The premium for the event the Seller elects not to cure all title policy and any fees for endorsements or any of other services provided by the Title ObjectionsCompany, for which Seller is obligated, shall be paid by Seller on or elects to cure but fails to successfully cure any Title Objections prior to before Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During Title to the Inspection PeriodSolidAcceptable Waste delivered to the Transfer Station by Customer or Customer’s third party contractors shall be transferred to and vest in WC of NE at the time the SolidAcceptable Waste is fully unloaded at the working face of the Transfer Station and Customer’s vehicle has departed such working face. Prior thereto, title to the SolidAcceptable Waste shall be in, and risks and responsibilities therefore shall be borne by, Customer. Title to and liability for Excluded Wastes shall at no time vest or be transferred to WC of NE, and shall at all times remain with Customer. Notwithstanding the foregoing, in the event that any such Excluded Waste is found at any time WC of NE’s municipal solid waste permit with NDEQ, or such Customer shall work with WC of NE to reasonably accomplish, at Customer’s sole cost and in a timely fashion, the Purchaser shall obtain removal from a title company selected by Purchaser a preliminary title commitment the Transfer Station and/or otherwise lawful disposal of such Excluded Waste. If Customer fails to timely cooperate with WC of NE to effect removal of the Excluded Waste, Customer may arrange for the Property (along with legible copies transportation and disposal of all documents creating exceptions thereunder), the Excluded Waste at a facility permitted to accept such wastes and the Purchaser Customer shall promptly examine reimburse Customer for all costs incurred by Customer in connection therewith. Waste materials which are discovered to be or contain any Excluded Waste may be refused or rejected by WC of NE at any time (even after acceptance by WC of NE). WC of NE has the preliminary title commitment and documents relating theretoright to refuse, or to reject after acceptance, any load(s) of waste(s) delivered to the Transfer Station, including if WC of NE believes Customer has breached (or is breaching) its representations, warranties, covenants or agreements hereunder, or any applicable federal, state or local laws, regulations, rules or orders, even if only a portion of such waste load includes Excluded Waste. Within the Inspection Period, the Purchaser shall notify the Seller WC of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser NE shall have no obligation the right to object inspect all vehicles and disposal containers of waste haulers, including Customer’s vehicles, in order to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to determine whether the Seller elects to cure all waste is Acceptable Waste or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected Excluded Waste pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Agreement and all applicable federal, state and local laws, rules and regulations. WC of NE’s exercise, or failure to the Purchaser electing to cure any Title Objectionsexercise, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date its rights hereunder shall not be later than sixty (60) days after the date operate to relieve Customer of its responsibilities or liability under this Agreement. If it is determined that waste provided by Customer is Excluded Waste and if such waste is in (i) WC of Section 4 hereof. In the event the Seller elects not to cure all or any NE’s possession, WC of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser NE shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement prepare such Excluded Waste for lawful transportation by WC of NE and receive a refund of the entire Depositreturn to Customer, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive require Customer to promptly remove such Excluded Waste, within a reasonable time after rejection by WC of NE. Customer shall be responsible for, and bear all expenses, costs, fines, penalties, liabilities, and damages incurred by WC of NE, as a result of the uncured Title Objections treatment or disposal of Excluded Waste, including, without limitation, the reloading and close under removal of Excluded Waste delivered to the terms of this AgreementTransfer Station.

Title. During a. Promptly following the Inspection Periodexecution of the Agreement, the Purchaser Seller, at its expense, shall obtain from a title company selected by Purchaser a preliminary title commitment for an owner's policy of title insurance (the “Title Commitment”) issued by Meridian Title Corporation (“Title Insurer”) in a form acceptable to Buyer, in which the Title Insurer shall agree to insure, for the full amount of the Purchase Price, merchantable title to the Property (along with in the name of Buyer, free from the Schedule B standard printed exceptions and all other exceptions after delivery of the deed required in Paragraph 12 hereof to Buyer from Seller. The Title Insurer shall issue any title endorsements requested by Buyer. Such Title Commitment shall have attached thereto complete, legible copies of all documents creating instruments noted as exceptions thereunder), and the Purchaser therein. The Title Commitment shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections updated prior to the Closing to reflect the state of the title not more than ten (10) days prior to the Closing. Buyer and Seller shall split any and all costs and expenses related to the title insurance, including all search fees, closing fees and the premium for the policy issued pursuant to the Title Commitment and any endorsements thereto. b. If (1) the Title Commitment reflects any exceptions to title that are not acceptable to Buyer in Buyer's sole discretion, or (2) the Survey delivered to Buyer pursuant to Paragraph 6 below discloses any state of fact not acceptable to Buyer in Buyer's sole and absolute discretion, or (3) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer in Buyer's sole discretion (any defect in title to which the Purchaser objects under this Section 10.6 in such exception or unacceptable state of fact being referred to herein as a “Title ObjectionsDefect”), then Buyer shall, within thirty (30) days following receipt of the Title Commitment or discovery of the Title Defect, as the case may be, give Seller written notice of such Title Defect. Seller shall, within thirty (30) days after receipt of such notice, use its reasonable efforts to remove such Title Defect or obtain affirmative title insurance coverage insuring and defending against any loss, cost or expense arising out of or related to such Title Defect (“Affirmative Coverage”). It is On or before the intention Closing, Seller shall provide Buyer with reasonable evidence of the parties such removal or provide reasonable evidence that Lien Defects such Title Defect will be removed or that such Affirmative Coverage shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defectsbe obtained. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice Notwithstanding anything contained herein to the Seller of the Purchaser’s objection theretocontrary, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such expend whatever sums are required to cure on or before obtain Affirmative Coverage for the Closing Date following Title Defects prior to, or such later date as shall be necessary to effect such cureat, the Closing: i) All mortgages, security deeds or other security instruments encumbering the Property; ii) All past due ad valorem taxes and assessments of any kind, whether or not of record, which date shall not be later than sixty (60constitute, or may constitute, a lien against the Property; and iii) days after the date in (i) of Section 4 hereof. In the event Judgments against the Seller elects (which do not result from acts or omissions on the part of Buyer) which have attached to cure all or any of and become a lien against the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser Property. c. Seller shall have the right, exercisable at its sole election, to extend the Closing Date (as defined in paragraph 10 hereof), for a period not to exceed five (5) days in order to cure or obtain Affirmative Coverage for any time prior Title Defect. In the event Seller is unable to cure or obtain Affirmative Coverage for any Title Defect within such period, Buyer shall have the option to (i) waive any Title Defect and proceed to Closing by giving notice to the Seller, to either: or (iii) terminate this Agreement and receive a full refund of the entire Deposit, in accordance with Paragraph 4 above, in which event, case neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementany further obligation hereunder.

Title. During From and after the Inspection PeriodEffective Date, Buyer shall have the Purchaser shall obtain from right to order a title company selected insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the “Title Commitment”). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by Purchaser a preliminary title commitment for First American Title Insurance Company acceptable to Buyer (the Property (along with legible copies of all documents creating exceptions thereunder“Title Company”), agreeing to issue, upon recording of the special warranty deed described in this Agreement, an ALTA owner’s title insurance policy to Buyer and an ALTA Lender’s title insurance policy issued to Buyer’s lender(s), if applicable, in the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds amount of the Purchase Price at Closing (“Lien Defects”); provided further, that insuring title to the Real Property to be in the case of defects which arise after condition called for by this Agreement and containing a “fifty-year chain-of-title search,” , a survey endorsement insuring that the effective survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, and an owner’s Form 9 endorsement. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the Purchaser’s recording of the Deed and provide a “title commitment for ▇▇▇▇-up” showing the Property final form of the title insurance policy (including the above referenced endorsements) to be issued, which ▇▇▇▇-up shall obligate the Title Company to issue the final title insurance policy in such form. The title ▇▇▇▇-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer during the Due Diligence Period or any item not considered a Title Objection and objected to by Buyer (the “Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsPermitted Exceptions”). It is the intention A written statement of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion obligee of the Purchase Price at Closing in the amount necessary of any lien or encumbrance to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised be discharged by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the provided by Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty within ten (6010) days after the date in (i) of Section 4 hereoftitle evidence is furnished to Buyer. In The premium for the event the Seller elects not to cure all owner’s title policy or any of other services provided by the Title Objections, Company shall be paid by Seller on or elects to cure but fails to successfully cure any Title Objections prior to before Closing, except that the Purchaser Buyer shall have be responsible for the right, exercisable at cost of any time prior to Closing by giving notice endorsements to the Sellerowner’s title policy, to either: (i) terminate this Agreement the premium for the lender’s title policy and receive a refund the cost of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementany endorsements required by Buyer’s lender.

Title. During Seller shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance (ALTA owner-most recent edition) issued by Republic Title of Texas, Inc. 2626 Howell Street, ▇▇▇▇ ▇▇▇▇▇, Dallas, TX 75204, as insured closing agent for a nationally recognized title insurance company (the Inspection Period"Title Company"), insuring marketable title in the Property, subject only to such matters as Buyer may approve and contain such endorsements as Buyer may require, including extended coverage and owner's comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. The Title Commitment shall also include an itemization of all outstanding and pending special assessments and an itemization of taxes affecting the Property and the tax year to which they relate, shall state whether taxes are current and if not, show the amounts unpaid, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for tax parcel identification numbers and whether the tax parcel includes property other than the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. Buyer shall be allowed ten (along with legible 10) business days after receipt of the Title Commitment and copies of all underlying documents creating exceptions thereunder)or until the end of the First Contingency Period, whichever is later to be consistent with Article 8.01 hereof, for examination and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller making of any defects in title in such commitment to which the Purchaser objects; providedobjections thereto, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as said objections to title, and the Purchaser shall apply all be made in writing or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaserdeemed waived. If the Seller does not any objections are so notify the Purchaser within such 15 day periodmade, the Seller shall be deemed to have elected not allowed thirty (30) days to cure such Title Objectionsobjections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. All exceptions If Seller shall decide to make no efforts to cure Buyer's objections, or is unable to obtain insurable title which are not Lien Defects and as to which the Purchaser has not objected pursuant to within said thirty (30) day period, this Section 10.6 Agreement shall be deemed “Permitted Exceptions.” In null and void and have no further force and effect. The Buyer shall also have ten (10) business days to review and approve any easement, lien, hypothecation or other encumbrance placed of record affecting the event Property after the date of the Title Commitment. If necessary, the Closing Date shall be extended by the number of days necessary for the Buyer to have ten (10) business days to review any such items. Such ten (10) business day review period shall commence on the date the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller has given such notice to placed of record affecting the Purchaser electing to cure Property after the date of the Title Commitment. If any Title Objectionsobjections are so made, the Seller shall be obligated allowed thirty (30) days to effect cure such objections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure on Buyer's objections, or before the Closing Date or such later date as is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall null and void and have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement no further force and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementeffect.

Title. During Premier Commercial or a Premier Commercial Subsidiary (a) has good and marketable title to all the Inspection Periodreal property reflected in the most recent audited balance sheet included in the Premier Commercial Financial Statements as being owned by Premier Commercial or a Premier Commercial Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the "Premier Commercial Owned Properties"), the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies free and clear of all documents creating exceptions thereunderLiens, except those Liens set forth in Section 3.18 of the Premier Commercial Disclosure Schedule and (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, "Permitted Encumbrances"), and (b) is the Purchaser shall promptly examine lessee of all leasehold estates reflected in the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title most recent audited financial statements included in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments Premier Commercial Financial Statements or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "Premier Commercial Leased Properties" and, collectively with the Premier Commercial Owned Properties, the "Premier Commercial Real Property"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any possession of the Title Objectionsproperties purported to be leased thereunder, or elects and each such lease is valid without default thereunder by the lessee or, to cure but fails to successfully cure any Title Objections prior to ClosingPremier Commercial's knowledge, the Purchaser shall have the rightlessor. There are no pending or, exercisable at any time prior to Closing by giving notice to the Sellerknowledge of Premier Commercial, threatened condemnation proceedings against any Premier Commercial Real Property. Premier Commercial or a Premier Commercial Subsidiary has good and marketable title to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreementassets reflected in the most recent audited balance sheet included in the Premier Commercial Financial Statements as being owned by Premier Commercial or a Premier Commercial Subsidiary or acquired after the date thereof (except assets sold or disposed of since the date thereof), except as otherwise expressly set forth in this Agreement; free and clear of any Liens other than (x) Permitted Encumbrances, (y) Liens securing FHLB advances and other borrowings (including capital lease obligations, if any) ("Monetary Liens") reflected on such balance sheet or the notes thereto and (iiz) waive Monetary Liens, if any, with respect to assets acquired after the uncured Title Objections and close under the terms date of this Agreementsuch balance sheet.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall (i) (A) keep in effect all rights and appurtenances to or that constitute a part of Section 4 hereof. In the event Mortgaged Property and (B) protect, preserve and defend its interest in the Seller elects not Mortgaged Property and title thereto; (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property, subject to cure Sections 6.02(a), (b) and (e) of the Credit Agreement, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a valid and enforceable Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which Lien and security interest shall be subject only to Permitted Collateral Liens and all Prior Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds shall have a claim against be applied as Net Cash Proceeds to the other under this Agreement, except as payment of the Secured Obligations or otherwise expressly set forth in this Agreement; or (ii) waive accordance with the uncured Title Objections and close under provisions of Section 2.10 of the terms of this Credit Agreement.

Title. During Seller has provided Buyer with a copy of Seller’s current title policy for each of the Inspection PeriodPremises (singly and collectively, the Purchaser shall obtain from “Existing Title Policy”). Buyer may at its option, and at Buyer’s sole cost and expense: (i) promptly apply for and pursue completion of an update of any Existing Title Policy, or (ii) apply for a title company selected by Purchaser a preliminary new title commitment for any of the Property Premises (along with singly and collectively, the “Commitment”) including true, correct and complete legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment items and documents relating thereto. Within referred to therein, each Commitment evidencing the Inspection Periodtitle company’s agreement to issue to the Buyer at Closing, an owner’s policy or policies of title insurance on ALTA Form B-2006 in an amount equal to the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds portion of the Purchase Price at Closing (“Lien Defects”)allocated to each Premises in accordance with Schedule 3(a)(iii) hereof; provided furtherinsuring the good and clear marketable indefeasible fee title, that both of record and in the case of defects which arise after the effective date fact, of the Purchaser’s title commitment for Buyer to each of the Property (“Post- Commitment Defects”) and Premises, subject only to the respective Permitted Exceptions; which the Purchaser objects, the Purchaser policy or policies shall notify the Seller of such objections each provide extended coverage over any unrecorded mechanics liens arising prior to the Closing Date, insure the “gap” between Closing and the recording of the respective Deed, delete as an exception to such policy the survey exception and contain such endorsements as Buyer may require in its reasonable discretion (any defect singly and collectively, the “Title Policy”). Seller will cooperate, to a reasonable extent, with Buyer’s efforts to obtain its desired title endorsement, at no cost or expense to Seller. Buyer shall, on or before 5:00 p.m. (EDT) on the last day of the Due Diligence Period notify Seller in title to which writing specifying Buyer’s objections (the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is , if any, to the intention state of the parties that Lien Defects shall automatically qualify title as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing reflected in the amount necessary to cure Lien DefectsCommitment (“Buyer’s Title Notice”). For any All matters contained in the Commitment, which are not listed as Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaserin Buyer’s objection theretoTitle Notice, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not be accepted by Buyer and considered to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Exceptions with respect to the Purchaser electing Premises in question in addition to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date those Permitted Exceptions specified in (i) of Section 4 1. hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During Title shall be issued to Buyer as OFFEROR AND OFFEROR, husband and wife, as tenants by the Inspection Periodentirety. Seller does not warrant title to the Property. Prior to closing, Seller, through Seller’s title insurance agency and at Seller’s expense, shall provide Buyer with a Preliminary Commitment for Title Insurance (“Preliminary Commitment”) relating to the Property. It is agreed that Buyer shall notify Seller, in writing, within FIFTEEN (15) DAYS of the date of the Preliminary Commitment specifying any defect(s) in title. Seller shall, at its option, correct said defect(s) prior to the date of closing. If Seller intends but is unable to correct said defect(s) on or before the date of closing, at Seller’s option and upon written notice to Buyer on or before the date of closing, the Purchaser date of closing shall obtain from a title company selected by Purchaser a preliminary title commitment be extended up to NINETY (90) DAYS for the Property (along with legible copies purpose of all documents creating exceptions thereundercorrecting said defect(s). If title cannot be made insurable or Seller declines to cure said defect(s), this Agreement shall terminate and the Purchaser all payments made by Buyer heretofore shall promptly examine the preliminary title commitment be returned to Buyer and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation further liability to object to defects relating to deeds of trustBuyer, mechanics’ liens, judgments or any other defect which may be cured by third party, for the application of proceeds termination of the Purchase Price at Closing (“Lien Defects”); provided further, sale. It is agreed that in Buyer shall have the case option of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (waiving any defect in title and Seller shall not be liable for any damages by reason of said defect(s) in title. The failure of Buyer to which identify any defect in title shall be deemed Buyer’s acceptance of and satisfaction with title. Title shall be delivered at the Purchaser objects time of closing by Quitclaim Deed. The Owners’ Policy will be issued thereafter by the respective title agency. The sale provided for herein and the conveyance to be made hereunder shall be fully subject to all encumbrances, including but not limited to patents, easements, access to public waters, conditions, taxes, assessments, zoning regulations, rights-of- way, exceptions and restrictions of record and reservations of oil, petroleum, gas, coal, ore, minerals, fissionable materials, geothermal resources, fossils or other rights and interests gaseous, liquid and solid, in and under this Section 10.6 in referred the Property. Seller’s liability for defective title discovered after closing shall be limited to herein as “Title Objections”). It is all monies paid to Seller towards the intention purchase of the parties that Lien Defects shall automatically qualify as objections to title, Property up and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller date of the Purchaser’s objection thereto, the said discovery. Seller shall have fifteen (15) days from the receipt of such notice or notices within which no further liability to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title ObjectionsBuyer, or elects to cure but fails to successfully cure any Title Objections prior to Closingthird party, for the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementdefective title.

Title. During Buyer hereby agrees to accept title to the Inspection PeriodProperty subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment, including all matters that would be disclosed by a current and accurate survey of the Purchaser shall obtain from a Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property; (iv) all other easements or claims to easements, covenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties in possession; and (vi) all title company selected by Purchaser a preliminary exceptions referenced in Schedule B of the Title Commitment (the foregoing title commitment matters are herein referred to as the “Permitted Title Exceptions”. Any applicable zoning ordinances, other land use laws and regulations, together with taxes for the Property (along with legible copies of all documents creating exceptions thereunder)current year and those matters, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Periodif any, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Seller, at any time prior its cost, shall cause the title insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”), insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. ▇▇▇▇▇ also acknowledges and agrees that: A. Maps and depictions included in the marketing materials for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. B. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. C. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. D. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During the Inspection Period, the Purchaser shall obtain from a At Closing Seller will convey fee simple title company selected by Purchaser a preliminary title commitment for to the Property by statutory warranty deed. Title will be good and marketable and will be insured by an Owner’s Standard Form of Title Policy issued by Escrow Holder in the full amount of the Purchase Price, insuring fee simple title vested in Buyer or its nominees (along “Title Policy”). Title insured will be subject only to the standard exceptions of such policy, current taxes not yet delinquent, and the Permitted Exceptions, as hereinafter defined. Buyer will have the right, if Buyer so elects, to cause the title policy to be issued as an ALTA extended coverage policy, provided Buyer pays the additional premiums and survey costs associated therewith. 6.1.1.1 Within ten (10) days of the Effective Date, Seller, at Seller’s expense, will cause a Title Report to be delivered to Buyer covering the Property, together with legible copies of all documents creating plats and exceptions thereunder), and to title referenced in the Purchaser shall promptly examine the preliminary title commitment and documents relating theretoTitle Report. Within twenty (20) days of its receipt of the Inspection PeriodTitle Report, the Purchaser shall notify the Buyer will give written notice to Seller of any defects in title in such commitment the Exceptions that Buyer will require Seller to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds remove of trust, mechanics’ liens, judgments record at or any other defect which may be cured by the application of proceeds of the Purchase Price at before Closing (the “Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsUnacceptable Exceptions”). It is the intention of the parties that Lien Defects shall automatically qualify as objections Exceptions to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the which Buyer makes no objection are deemed “Permitted Exceptions.” Seller of the Purchaser’s objection thereto, the Seller shall will thereafter have fifteen (15) days to affirm to Buyer that the identified Unacceptable Exceptions will be removed by Closing at Seller’s sole cost or inform Buyer in writing that it is unable to remove any such Unacceptable Exceptions. Any new exceptions appearing on any subsequent Title Reports will be considered Unacceptable Exceptions without notice from Buyer to Seller, unless accepted in writing by Buyer. Buyer may order an updated Title Report at any time and will order such report following the receipt of such notice Final Action on Land Division. 6.1.1.2 If for any reason Seller cannot or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does will not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or remove any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Unacceptable Exceptions before Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice then Buyer may elect to: • Accept title to the Seller, Property subject to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreementsuch exceptions; or (ii) waive • Refuse to accept the uncured Title Objections Property and close under the terms of terminate this Agreement.

Title. During Buyer hereby acknowledges that (i) Seller has heretofore delivered to Buyer the Inspection PeriodTitle Commitment, together with a copy of each recorded document raised as an exception therein, (ii) all exceptions to title referenced in the Purchaser Title Commitment (other than Monetary Liens) are acceptable to Buyer and shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder)be deemed Permitted Title Exceptions hereunder, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period(iii) except for Monetary Liens, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object have any exceptions to defects relating to title referenced in the Title Commitment removed from the Title Commitment or insured over by the Title Company. Notwithstanding the foregoing, any delinquent real property taxes, deeds of trust, mechanics’ liensmortgages and mechanic’s liens arising out of the acts of Seller, judgments other than liens created by, through or under tenants or securing the rights of other parties under the Contracts (collectively, “Monetary Liens”), disclosed on any other defect which may Title Commitment shall be cured automatically deemed unpermitted exceptions, and Seller shall cause all such Monetary Liens disclosed in the Title Commitment to be removed therefrom or insured over by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure Company on or before the Closing Date Date. On the Closing Date, Seller shall cause the Title Company to issue the Title Policy (or “marked-up” title commitment unconditionally committing the Title Company to issue such later date Title Policy) to Buyer, pursuant to and in accordance with the Title Commitment, insuring, as shall be necessary to effect such cureapplicable, which date shall not be later than sixty (60) days after Buyer’s fee simple title or leasehold interest in the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any Land and Improvements thereon as of the Closing Date, subject only to the Permitted Title Objections, Exceptions and such other exceptions as Buyer may approve (or elects be deemed to cure but fails have approved) pursuant to successfully cure any Title Objections prior to Closing, the Purchaser this Agreement. Buyer shall have the right, exercisable at any time prior to Closing by giving notice Closing, to cause the Title Company to issue such endorsements (“Buyer Endorsements”) to the SellerTitle Policy as Buyer shall deem necessary (including, without limitation “extended coverage”), at Buyer’s sole cost and expense and without obligation on the part of Seller to either: obtain such Buyer Endorsements; provided that Seller shall make good faith efforts to assist Buyer in obtaining such Buyer Endorsements, provided, further, however, that (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party Seller shall have no obligation to obtain such Buyer Endorsements, to incur any additional costs in connection with procuring such Buyer Endorsements or to obtain any consents, approvals or estoppel certificates from third parties in connection with procuring such Buyer Endorsements, and (ii) Buyer’s ability or inability to obtain such Buyer Endorsements shall not constitute a claim against the other condition precedent to Buyer’s obligations under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall (i) (A) keep in effect all rights and appurtenances to or that constitute a part of Section 4 hereof. In the event Mortgaged Property and (B) protect, preserve and defend its interest in the Seller elects not Mortgaged Property and title thereto; (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property, subject to cure Sections 6.02 (a), (b) and (e) of the Credit Agreement, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a -------------- (2) Delete Section 3.9 if the Mortgagor is the Borrower. valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Collateral Liens and all Prior Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except Mortgagee to be applied as Net Cash Proceeds to the payment of the Secured Obligations or otherwise expressly set forth in this Agreement; or (ii) waive accordance with the uncured Title Objections and close under provisions of Section 2.10 of the terms of this Credit Agreement.

Title. During The Mortgagor shall: (i) (A) keep in effect all rights and appurtenances to or that constitute a part of the Inspection PeriodMortgaged Property except as permitted pursuant to the First Priority Indenture and (B) protect, preserve and defend its interest in the Purchaser shall obtain from a Mortgaged Property and title company selected by Purchaser a preliminary title commitment for thereto; (ii) (A) comply with each of the Property (along with legible copies of all documents creating exceptions thereunder)terms, conditions and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller provisions of any defects in title in such commitment to obligation of the Mortgagor which is secured by the Purchaser objects; provided, however, that Mortgaged Property or the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect noncompliance with which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that result in the case imposition of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that a Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than a Permitted Mortgaged Property Lien) on the Mortgaged Property, except where the failure to so comply would not result in a Property Material Adverse Effect, or the noncompliance with which may result in the imposition of a Lien Defects(other than a Permitted Mortgaged Property Lien) wherein on the Purchaser has delivered notice Mortgaged Property, (B) forever warrant and defend to the Seller Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all Persons whomsoever affecting or purporting to affect the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Mortgaged Property Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such Proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except as otherwise expressly set forth Mortgagee for deposit in this Agreement; or (ii) waive the uncured Title Objections Collateral Account and close under shall be applied in the terms manner applicable to Net Loss Proceeds to restore the Mortgaged Property in accordance with the provisions of this AgreementSection 4.16 of the First Priority Indenture.

Title. During the Inspection PeriodAs soon as practical, the Shareholders shall deliver to Purchaser shall a title opinion sufficient to enable Purchaser to obtain an owner's title insurance policy at standard rates from a title insurance company selected by qualified to and doing business in the State of Louisiana, acceptable to Purchaser a preliminary title commitment ("Title Opinion") for the Real Property. Seller shall bear the cost of the title search and preparation of the Title Opinion. Any title insurance premium shall be paid by Purchaser. Said Title Opinion shall show that Shareholders have good and merchantable title in fee simple to the Real Property (along with legible copies free and clear of all documents creating liens, assessments, charges, claims, actions and encumbrances, easements, rights-of-way, restrictions and title exceptions thereunder)of any kind whatsoever, and the Purchaser shall promptly examine the preliminary title commitment and documents relating theretoexcept Permitted Liens. Within the Inspection PeriodPromptly upon receipt of such Title Opinion, the Purchaser shall notify the Seller Shareholders of any defects or objections to Shareholders' title not expressly consented to by Purchaser in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser writing and Shareholders shall have no obligation until the Closing Date to object to cure any such defects relating to deeds of trustor objections, mechanics’ liens, judgments at Shareholders' sole expense. If Shareholders do not cure such objections or any other defect which may be cured defects by the application Closing Date, Purchaser, at its sole discretion: (i) may complete the purchase of proceeds the Purchased Assets and accept such title thereto as Shareholders are able to convey without reduction of the Purchase Price at Closing (“Lien Defects”); provided further, that unless such title defects are encumbrances or liens for an ascertainable amount not in the case of defects which arise after the effective date excess of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Depositremaining purchase price due, in which event, neither party shall have a claim against case that amount may be deducted from the other under this Agreement, except as otherwise expressly set forth in this Agreement; Purchase Price) or (ii) waive may grant Shareholders, in writing, one or more extensions of the uncured Title Objections time within which Shareholders must remedy such title defects. If Shareholders fail to remedy any title defects by Closing Date or the expiration date of any extension granted by Purchaser, then Purchaser may declare this Agreement null and close void and of no further force and effect, and Purchaser, Seller, Parent and Shareholders shall have no further rights, obligations or liabilities, one to the other, under the terms of this Agreement. A policy of title insurance without exceptions in the amount of the purchase price allocated to the Real Property by a title insurance company qualified to do business in the State of Louisiana acceptable to Purchaser would, however, satisfy any objection to such title.

Title. During the Inspection PeriodBorrower shall have delivered to Lender (and Lender shall ----- have approved) a commitment to issue an ALTA extended coverage lender's policy of title insurance insuring in favor of Lender, together with its successors and assigns, the Purchaser first priority of the Lien of the Deed of Trust, without exception for filed or unfiled mechanics' liens or claims or for matters that an accurate survey would disclose, subject only to such exceptions and conditions to title as Lender shall obtain from a title company selected have approved in writing and such affirmative coverage as Lender deems reasonably necessary (the "Title Insurance Policy"). The Title Insurance Policy shall be in an amount ---------------------- not less than the original principal amount of the Note and be issued by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder)Title Insurer. The Title Insurance Policy shall contain such affirmative coverage as Lender deems reasonably necessary, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment including but not limited to which the Purchaser objects; provided, however, an affirmative statement that the Purchaser shall have no obligation Title Insurance Policy insures Lender, together with its successors and assigns, including but not limited to object to defects relating to deeds Lender, against all mechanics' and materialmen's liens arising from or out of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds construction of the Purchase Price at Closing (“Lien Defects”); provided furtherResort Improvements and, that to the extent available and commonly required by lenders in the case State of defects which arise after the effective date Nevada, shall contain endorsements in form and content acceptable to Lender: (A) insuring against matters that would be disclosed on an accurate survey of the Purchaser’s Land; (B) insuring that no building restriction or similar exception to title commitment for disclosed on the Property Title Insurance Policy has been violated and that any violation thereof would not create or result in any reversion, reverter, or forfeiture of title; (“Post- Commitment Defects”C) a zoning endorsement in the form typically issued in the State of Nevada; and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (D) insuring over any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply environmental superlien or similar lien upon all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien DefectsLand. For any Such Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice Insurance Policy shall provide that Borrower shall receive an endorsement to the Seller Title Insurance Policy on the date of each Advance of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to eitherLoan: (i) terminate this Agreement and receive a refund indicating that since the date of the entire Depositimmediately preceding Advance, there has been no change in which eventthe state of title and no mechanics' or materialmen's lien, neither party shall have a claim claim, or lien or similar notice has been filed against any of the other under this Agreement, except as otherwise expressly set forth in this AgreementCollateral; or (ii) waive updating the uncured Title Objections Insurance Policy to the date of such Advance; and close under (iii) increasing the coverage of the Title Insurance Policy by an amount equal to the amount of such Advance if the Title Insurance Policy does not by its own terms of this Agreementprovide for such an increase.

Title. During the Inspection Period, the 5(a) Purchaser shall obtain from a title company selected insurance commitment issued by Purchaser a preliminary the Escrow Agent setting forth the status of title commitment for to the Property and showing all encumbrances and other matters affecting the Property (along with legible copies the “Commitment”). The Commitment is described as one of all the documents creating exceptions thereunder)listed in Exhibit “B.” Within two (2) days following the Effective Date, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Seller in writing as to Purchaser’s disapproval of any of the title exceptions, monetary liens or encumbrances, set forth in such Commitment. Seller shall be obligated to remove and/or resolve any disapproved monetary liens or encumbrances. Seller shall have two (2) business days thereafter (“Seller Response Period”) to elect whether or not to remove said exceptions, in addition to any monetary liens or encumbrances, at Seller’s expense at or prior to the Closing. In the event Seller does not give written notice to Purchaser and Escrow Agent within the Seller Response Period that Seller will remove such disapproved exception(s) at or prior to the Closing, then Purchaser may, by delivery of written notice to Seller and Escrow Agent within one (1) business days following expiration of the Seller Response Period, elect to (i) terminate this Agreement, or (ii) approve the previously disapproved title exceptions reflected in the Commitment (in which case such exceptions shall become Permitted Exceptions) without any defects reduction in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing and waive Purchaser’s right of termination set forth in subparagraph 4(c). In the event Purchaser (“Lien Defects”); provided further, that i) does not object to the items reflected in the case Commitment, or (ii) fails to give timely written notice of defects which arise after the effective date its election to terminate this Agreement following expiration of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Seller Response Period, Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects expressly approved the Commitment and as to which the Purchaser has not objected pursuant to this Section 10.6 all matters reflected therein shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except and Purchaser shall take title to the Property at Closing subject to all Permitted Exceptions. 5(b) Purchaser shall be entitled to request that, at Closing, with respect to the Property, the Escrow Agent (i) issue to Purchaser an ALTA title insurance policy as otherwise expressly set forth to the Property and a standard coverage (or other form standard for similar transactions in this Agreement; or the State) owner’s form title policy (the “Title Policy”), in the amount of the Purchase Price, insuring that fee simple title to the Property is vested in Purchaser subject only to the Permitted Exceptions, and (ii) waive provide such endorsements (or amendments) to such Title Policy as Purchaser may reasonably require; provided that (a) the uncured Title Objections Policy and any endorsements thereto shall be at no cost to, and shall impose no additional liability on, Seller, (b) Purchaser’s obligations under this Agreement shall be conditioned upon Purchaser’s ability to obtain such Title Policy and/or any endorsements to the Title Policy and, if Purchaser is unable to obtain a Title Policy and/or any such endorsements, Purchaser shall not be obligated to proceed to close under the terms transactions contemplated by this Agreement without reduction of this Agreementor set off against the Purchase Price, and (c) the Closing shall not be delayed, unless agreed to in writing by Seller and Purchaser, as a result of Purchaser's aforementioned request.

Title. During SELLER HEREBY ADVISES BUYER THAT BUYER SHOULD OBTAIN A POLICY OF TITLE INSURANCE WITH RESPECT TO THE PROPERTY AND SHOULD HAVE ANY COMMITMENT FOR SUCH TITLE INSURANCE POLICY EXAMINED BY AN ATTORNEY OF BUYER'S OWN SELECTION. Unless otherwise required by applicable law, Buyer shall obtain, at its sole expense, any title commitment, title examination, or policy of title insurance with respect to the Inspection PeriodProperty and Seller shall not be obligated to pay any portion thereof. If, and only if, required by applicable law, Seller shall, at Seller’s expense, furnish to Buyer an owner's policy of title insurance dated as of the Purchaser shall obtain from Closing Date (the "Title Policy") issued by a title company selected by Purchaser a preliminary of Seller’s choosing ("Title Company"). Seller’s agreement to furnish the Title Policy is conditioned on Buyer’s agreement herein to accept the Title Policy and that the Closing taking place at the office of, and all disbursements be made by, Seller’s attorney or agent or Title Company on the Closing Date, as extended, if applicable. In any event, if Buyer elects to obtain its own title commitment commitment, title examination, or owner’s policy of title insurance with respect to the Property, Seller shall not be obligated to provide any such commitment, examination or the Title Policy. In any event, Buyer shall be responsible for obtaining and paying for any mortgagee title insurance policy or other title policy and any costs associated therewith. (1) existing deed restrictions and restrictive covenants affecting the Property; (2) discrepancies, conflicts and shortages in area or boundary lines, or any encroachments or any overlapping of improvements; (3) real estate taxes for the current and subsequent years and subsequent assessments for prior years due to change in land usage or ownership; (4) existing building and/or zoning restrictions and/or ordinances; (5) easements or roads, easements visible upon the ground, easements of record; (6) liens created or assumed as security for the Sales Price, liens created or granted by or at the direction of Buyer, liens created in connection with the Closing; (7) rights or privileges of public service companies and utility easements of record or common to any platted subdivision of which the Property is a part; (along with legible copies 8) reservations or other exceptions of all documents creating exceptions thereunder), record or known to the Buyer; (9) the terms and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller provisions of any defects in title in such commitment declaration, by-laws and rules and regulations of any condominium regime or homeowner’s association pertaining to which the Purchaser objectsProperty, as amended, including the platted easements and assessments set out therein; provided(10) the terms of any lease, howeverground lease or similar agreements, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ if any; (11) any other liens, judgments encumbrances, easements, covenants or restrictions of record or known to the Buyer; and (12) any other defect which may matters that would be cured disclosed or discoverable by the application of proceeds an accurate survey of the Purchase Price at Closing Property. If Seller is required by applicable law to furnish Buyer with a Title Policy and Buyer does not obtain its own title commitment, title examination, or owner’s policy of title insurance with respect to the Property, then Seller shall make available to Buyer, on or before that date which is five (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”5) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections calendar days prior to the Closing Date, as extended, if applicable, the commitment for the Title Policy (the “Commitment”) and copies of all exception documents referenced in the Commitment (the “Exception Documents”). Buyer shall have three (3) calendar days following the date on which Seller makes the Commitment and Exception Documents available to deliver to Seller written notice (the “Title Objections Notice”) of its objection to any title defect in title to which disclosed by the Purchaser objects under this Section 10.6 in referred to herein as Commitment other than the Permitted Exceptions (the “Title Objections” and each, a “Title Objection”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleSeller, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections its option, may (other than Lien Defectsi) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing decline to cure any one (1) or more of the Title Objections, the Seller shall be obligated Objections by providing written notice thereof to effect such cure Buyer on or before the Closing Date Date, as extended, if applicable (the “Seller Notice”); or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60ii) days after the date in (i) of Section 4 hereof. In the event the Seller elects not attempt to cure all any one (1) or any of the Title Objections, or elects to cure but fails to successfully cure any more Title Objections prior to Closingthe Closing Date, as extended, if applicable; or (iii) extend the Purchaser shall have Closing Date by not more than thirty (30) calendar days and attempt to cure any one (1) or more Title Objections during such extension period. If Seller is unable or unwilling to cure any Title Objection on or before the rightClosing Date, exercisable as extended, if applicable, or if Seller delivers the Seller Notice, or if Seller fails to respond at any time prior all to the Title Objections Notice by the Closing Date, as extended, if applicable, then Buyer may waive such Title Objection and proceed to Closing in accordance with the terms of the Contract, as modified by giving notice to this Addendum, or Buyer may, as Buyer’s sole and exclusive remedy, terminate the Seller, to either: (i) terminate this Agreement Contract and receive a refund of the entire Depositany Monies (defined below) actually paid, in which eventevent the parties shall be relieved of all obligations under the Contract, neither party except for Buyer’s Indemnification Obligations. In the event Buyer fails to timely deliver the Title Objections Notice, then all exceptions described or identified in the Commitment shall have a claim be deemed part of the “Permitted Exceptions”. In no event shall the Buyer be permitted to object to any of the Permitted Exceptions. On or before the Closing Date, as extended, if applicable, Seller shall deliver to the settlement agent performing the Closing, Seller’s form of Special Warranty Deed, Quitclaim Deed or other deed conveying the Property to Buyer in form and substance as may be acceptable to the Seller (the “Deed”). The Deed shall not contain general warranty covenants. The Seller will warrant and defend title to the Property against the other lawful claims of all persons claiming by, through, or under this AgreementSeller, except as otherwise expressly set forth in this Agreement; or (ii) waive but against none other. The Deed will be subject to the uncured Title Objections and close under the terms of this AgreementPermitted Exceptions.

Title. a. Seller shall procure and deliver to Purchaser, at Seller’s sole cost and expense, not later than fourteen (14) days after the Date of the Agreement a preliminary title report (the “Title Commitment”) issued by Chicago Title Insurance Company (the “Title Company”). b. It shall be a condition precedent to Purchaser’s obligation to consummate the transaction contemplated by this Agreement that the Title Company deliver (or commit to deliver) to Purchaser, prior to the disbursement by the Title Company of the Purchase Price, an ALTA Form 1992 owner’s title insurance policy (the “Title Policy”) in the amount of the Purchase Price, with extended coverage over the general exceptions (provided, however, that Purchaser delivered an ALTA Survey to the Title Company) issued by the Title Company, containing no exceptions other than the Permitted Exceptions. The Purchaser may, at its sole cost and expense, request that the Title Company issue (i) a 3.1 zoning endorsement with affirmative insurance over parking and loading requirements, (ii) a survey endorsement, (iii) if applicable, a contiguity endorsement, (iv) an endorsement insuring access to a public right of way, (v) an owner’s comprehensive endorsement, (vi) a creditors’ rights endorsement, and (vii) a tax parcel endorsement insuring that the P.I.N. covering the Property includes no other property, and insuring fee simple title to the Property in Purchaser or its nominee. If the Title Company requires, and Purchaser notifies Seller, that it be provided with a creditor’s rights affidavit, ALTA Statement, affidavit regarding utility easements or other items to induce it to issue full extended coverage over the general exceptions and to issue the endorsements specified above, Seller shall take all steps reasonably necessary to deliver such items to the Title Company with copies to Purchaser not later than ten (10) days prior to the Closing Date (as hereinafter defined). The endorsements set forth in subsection 4(b)(i)-(vii) shall not be an obligation of the Seller to procure and shall not be a condition precedent to consummation of the transaction contemplated by this Agreement. c. During the Inspection Periodand Feasibility Period (as defined in Section 6(c) below), Purchaser shall deliver to Seller written notice (the “Title Notice”) of exceptions to title and Survey Defects (as defined in subsection 5(b) below) to which Purchaser will not agree to take subject (collectively, the “Unpermitted Exceptions”). The remaining exceptions to title represent the “Permitted Exceptions”. Purchaser represents and warrants that it will not raise the Lease, as provided in Section 17 of the Agreement, as an Unpermitted Exception. All exceptions to title set forth on the Title Commitment or Survey Defects and not specified in the Title Notice as Unpermitted Exceptions shall obtain be deemed to be Permitted Exceptions hereunder. Seller shall have the right, but not the obligation, (1) to cause the Unpermitted Exceptions to be removed from the Title Commitment and Survey or (2) to cause the Title Company to issue an endorsement (on a title company selected form customarily used by the Title Company and reasonably acceptable to Purchaser’s lender, if any) insuring Purchaser and Purchaser’s lender, if any, against loss or damage to Purchaser that may be caused by such Unpermitted Exception, on terms reasonably acceptable to Purchaser and Purchaser’s lender, if any, at no additional cost to Purchaser. If Seller does not cause the Unpermitted Exceptions to be removed from the Title Commitment and Survey or to be endorsed over prior to Closing, Seller shall not be deemed to be in default under this Agreement; however, a condition to the performance by Purchaser a preliminary title commitment for of its obligations hereunder with respect to the Property shall be deemed not to have been fulfilled, entitling Purchaser, as its sole right and remedy on account thereof, to elect, within five (along with legible copies of 5) business days thereof, either to (x) terminate this Agreement, in which event the E▇▇▇▇▇▇ Money (and all documents creating exceptions thereunder)net interest earned thereon, and if any) shall be returned to Purchaser and, except as otherwise expressly provided herein to the Purchaser contrary, neither party hereto shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of have any defects in title in such commitment to which the Purchaser objectsfurther rights or liabilities under this Agreement accruing after said termination; provided, however, that such termination shall not relieve either Purchaser or Seller from liabilities and obligations arising from or attributable to the Purchaser shall have no obligation acts or omissions of such party occurring prior to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of such termination, or (y) accept the Purchaser’s title commitment for conveyance of the Property (“Post- Commitment Defects”) and subject to such Unpermitted Exceptions, in which case this Agreement shall remain in effect; provided, however, that in any event Seller shall remove all Unpermitted Exceptions which are liens against the Property that may be removed by the payment of liquidated sums. Failure of Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered give notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen within said five (155) days from the receipt of such notice or notices within which to notify the Purchaser business day period as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller provided above shall be deemed to have elected not be an election by Purchaser to cure accept conveyance of the Property subject to such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty Unpermitted Exceptions in accordance with clause (60y) days after the date in (i) of Section 4 hereofabove. In the event that Seller does not cause the Seller Unpermitted Exceptions to be removed or endorsed over prior to the scheduled Closing and Purchaser elects not or is deemed to cure all or any elect to proceed under clause (y) above, the Closing shall be the later of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund originally scheduled date of the entire Deposit, in which event, neither party shall have a claim against Closing or three (3) business days after the other under this Agreement, except as otherwise expressly set forth in this Agreement; or expiration of such five (ii5) waive the uncured Title Objections and close under the terms of this Agreementbusiness day period.

Title. During Buyer has obtained from the Inspection Period, the Purchaser shall obtain from Title Company (i) a title company selected by Purchaser a preliminary title current commitment for an ALTA Owner Policy of Title Insurance (the Property “Title Commitment”) setting forth the state of fee simple interest in the Land and committing the Title Company to issue to Buyer the Owner’s Policy (along with legible as hereinafter defined) in the amount of the Purchase Price and insuring that the Buyer will own the Property, and (ii) copies of all documents creating referred to in the Title Commitment as exceptions thereunderto title or otherwise constituting exceptions to title. As a condition to Buyer’s obligation to close, the Escrow Agent shall deliver to Buyer at Closing an ALTA 2006 extended coverage Owner’s Policy of Title Insurance (the “Title Policy”), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured issued by the application Title Company as of proceeds the date and time of the recording of the Deed, in the amount of the Purchase Price Price, containing endorsements required by Buyer insuring Buyer as owner of good, marketable and indefeasible fee simple title to the Property, and subject only to the exceptions contained therein. The Title Policy may be delivered after the Closing if at the Closing (the Title Company issues a currently effective, duly-executed “Lien Defects”); provided further, that marked-up” Title Commitment and irrevocably commits in writing to issue the Title Policy in the case form of defects which arise the “marked-up” Title Commitment promptly after the effective date Closing Date. A copy of the Purchaser’s title commitment for proforma Title Policy acceptable to Buyer is attached hereto as Schedule 4(a). The exceptions to the Property (“Post- Commitment Defects”Title Policy contained on Schedule B of the proforma Title Policy attached hereto as Schedule 4(a) and to which the Purchaser objectsare, collectively, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title ObjectionsThe Property shall be conveyed free and clear of monetary liens and security interests, the and Seller shall be obligated to effect such cure on or before remove at the Closing Date or all such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement liens and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementsecurity interests.

Title. During Simultaneous with execution of this Contract, Seller has delivered to Buyer a Commitment For Title Insurance issued by Chicago Title Insurance Company, authorized to issue title insurance in the Inspection PeriodState of Illinois. This Commitment for Title Insurance does not insure title to mineral rights in said Real Estate; however, Seller will convey all mineral rights owned at closing to Buyer in this transaction. Permissible exceptions to title shall include only the Purchaser shall obtain from a title company selected lien of general real estate taxes not yet due and payable; zoning laws and building ordinances; easements of record, which do not interfere with Buyer’s use of the Property; covenants and restrictions of record which will not be violated by Purchaser a preliminary title commitment for Buyer’s use of the Property (along with legible copies of all documents creating which do not restrict use of the Property; and existing mortgages to be paid in full at closing. If title evidence discloses exceptions thereunder)other than those permitted, and the Purchaser Buyer shall promptly examine the preliminary title commitment and documents relating theretogive written notice of such exceptions to Seller within a reasonable time. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation a reasonable time before closing to object to defects relating to deeds have such title exceptions removed, or, any such exception which may be removed by the payment of trust, mechanics’ liens, judgments or any other defect which money may be cured by deduction from the application purchase price at the time of proceeds closing. If said defects are not cured by Seller or waived in writing by Buyer before closing, then at the option of Buyer, either all payments made by Buyer hereunder shall be returned to Buyer and no party shall be further bound hereby, or the Purchase Price at Closing (“Lien Defects”); provided further, that in the case parties shall proceed to closing without reduction of purchase price. If Seller receives no notice of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsfrom Buyer, the Purchaser shall notify the Seller of or if such objections prior to the Closing (any defect defects are waived in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titlewriting by Buyer on or before closing, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller Buyer shall be obligated to effect complete performance hereunder and upon default thereof Seller may retain any payments made by Buyer as liquidated damages. At the time of closing, Seller shall pay the initial search fee, the premium for insurance coverage in an amount equal to the purchase price hereunder and the Illinois title insurance registration fee to issue an Owner’s Policy of Title Insurance showing title of the real estate vested in Buyer. All other costs of such cure on or before the Closing Date or such later date as title insurance shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing borne by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementBuyer.

Title. During (a) If the Inspection PeriodOption is timely exercised, Seller agrees to convey to Purchaser at Closing fee simple title to the Real Property by the Deed, free and clear of all liens, encumbrances, mortgages, deeds of trust, deeds to secure debt, assessments, agreements, options and covenants created or suffered by, through or under Seller, except for and subject to the Permitted Encumbrances, as hereinafter defined, and the matters set forth on attached Exhibit C. (b) To the extent not previously provided, contemporaneously with Seller’s execution of this Agreement, Seller will, at Seller’s cost, cause to be delivered to Purchaser shall obtain from a title company selected by Purchaser a preliminary insurance commitment, or similar title commitment for report sufficient to allow the Property (along Title Company to issue the Basic Title Policy, together with complete and legible copies of all documents creating documentary title exceptions thereunder)listed or referred to therein, and (the “Title Commitment”) issued by the Title Company. During the Option Period, Purchaser shall promptly examine have the preliminary right to review Seller’s title commitment to the Real Property and documents relating theretoprovide Seller with written notice (the “Title Objection Notice”) of Purchaser’s objections, if any, to Seller’s title. Within the Inspection Period, the Purchaser shall notify have the Seller of right to object to any defects in title in such commitment matter affecting Seller’s title to which the Purchaser objectsReal Property; provided, however, that the Purchaser shall have no obligation to not object to defects relating to deeds (i) the lien of trust, mechanics’ liens, judgments or any other defect real property taxes not yet due and payable and additional taxes which may be cured assessed if the Real Property is disqualified for assessment as forest or farm land; and (ii) any title matter which does not adversely affect the use or value of the Property as commercial timberlands or for resale as timberlands. Failure of Purchaser to provide the Title Objection Notice to Seller within the Option Period will be deemed an election by Purchaser to waive any objection to the application matters disclosed in such Title Commitment (in which case all liens, encumbrances, or other defects or special exceptions to coverage in such Title Commitment will thereafter be Permitted Encumbrances) and to accept such title as Seller is able to convey without any reduction in the Purchase Price. 97085121.1 0067129-00001 4 (c) If Purchaser delivers the Title Objection Notice to Seller within the Option Period, Seller shall give written notice to Purchaser of proceeds its response to such objections indicating whether or not Seller will cure the matters objected to by Purchaser (the “Title Objection Response”); provided, however, that Seller shall at its sole cost secure the release of any monetary liens or encumbrances created by Seller and of a definite or ascertainable amount by Seller’s payment or bonding against the same at or prior to Closing other than the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or farm land (“Required Cure Matters”). Any failure of Seller to deliver a Title Objection Response within the Option Period shall be deemed an election by Seller not to cure any title objections raised in Purchaser’s Title Objection Notice. Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy any objections contained in the Title Objection Notice (a “Title Defect”) then Purchaser’s exercise of the Option shall be deemed Purchaser’s waiver of such Title Defect(s) and Purchaser will be required to close the sale without regard to said Title Defect(s) and without an adjustment to the Purchase Price at Closing (“Lien Defects”in which event such Title Defect(s) shall become Permitted Encumbrances for all purposes); provided further, . In the event that in Seller delivers the case of defects which arise after the effective date Title Objection Response indicating that Seller will cure some or all of the Purchaser’s title commitment for the Property (“Post- Commitment Title Defects”) and to which the Purchaser objects, the Purchaser Seller shall notify the Seller of cure such objections Title Defects prior to Closing and, Seller, in its sole discretion, may extend the Closing (any defect Date for so many days as Seller may elect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not order to cure such Title ObjectionsDefects, but in no event shall the aggregate number of days of extension exceed thirty (30) calendar days. All exceptions to title which are not Lien Defects and as to which 97085121.1 0067129-00001 5 (d) If Purchaser timely exercises the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Option, within three (3) days following Purchaser’s receipt of any update to the Purchaser electing Title Commitment disclosing any title matter which first appears in said updated Title Commitment or Purchaser’s receipt of notice of any unrecorded encumbrance affecting Seller’s title to cure any Title Objectionsthe Real Property which comes into existence after Purchaser’s exercise of the Option (as applicable, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such curean “Update”), which date shall not be later in each case other than sixty (60) days after the date in (i) of any Pre-Closing Easements permitted under Section 4 hereof. In 5(e) below, (ii) any matter which has become a Permitted Encumbrance pursuant to Section 5(b) or 5(c) above, (iii) any title matter which does not adversely affect the event the Seller elects not to cure all use or any value of the Title ObjectionsProperty as commercial timberlands or for resale as timberlands, and (iv) the lien of real property taxes not yet due and payable and additional taxes which may be assessed if the Real Property is disqualified for assessment as forest or elects to cure but fails to successfully cure any Title Objections prior to Closingfarm land, the Purchaser shall have the rightright to notify Seller in writing of Purchaser’s objection to such new matter (a “Supplemental Title Objection Notice”). Failure of Purchaser to provide Seller with a Supplemental Title Objection Notice within such 3-day period will be deemed an election by Purchaser to waive any objection to the additional matters disclosed in such Update (in which case all liens, exercisable at encumbrances, or other defects or special exceptions to coverage in such Update will thereafter be Permitted Encumbrances) and to accept such title as Seller is able to convey without any time prior reduction in the Purchase Price. If Purchaser delivers a Supplemental Title Objection Notice to Closing by giving Seller within such 3-day period, Seller shall give written notice to Purchaser of its response to such objections within three (3) days after Seller’s receipt of Purchaser’s notice indicating whether Seller will cure the Sellermatters objected to by Purchaser (a “Supplemental Title Objection Response”); provided, however, that Seller shall at its sole cost secure the release of any Required Cure Matters appearing in the Update. Any failure of Seller to eitherdeliver a Supplemental Title Objection Response within the foregoing 3-day period shall be deemed an election by Seller not to cure any title objections raised in Purchaser’s Supplemental Title Objection Notice. Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy any objections contained in the Supplemental Title Objection Notice then Purchaser shall, as its sole and exclusive remedy, elect either to: (i) waive such objection and close the sale without an adjustment to the Purchase Price (in which event the matters set forth in the Supplemental Title Objection Notice shall become Permitted Encumbrances for all purposes); or (ii) terminate this Agreement and receive a refund of the entire DepositOption Consideration. In the event that Seller delivers the Supplemental Title Objection Response indicating that Seller will cure some or all of the matters set forth in the Supplemental Title Objection Notice, Seller shall cure such matters prior to Closing and, Seller, in its sole discretion, may extend the Closing Date for so many days as Seller may elect in order to cure such matters, but in no event shall the aggregate number of days of extension exceed thirty (30) calendar days. 97085121.1 0067129-00001 6 (e) For so long as this Agreement remains in force, Seller shall not lease, encumber or convey all or part of the Property or any interest therein, or enter into any agreement granting to any person any right with respect to the Property or any portion thereof, without the prior written consent of Purchaser; provided, however, that prior to Closing Seller shall be entitled to enter into (i) renewals or replacements of the Unrecorded Encumbrances listed on attached Exhibit D on substantially the same terms as existing on the Effective Date (except that Seller shall not, without the prior consent of Purchaser, enter into any renewals, extensions or replacements of any Timber Cutting Agreement that are not already permitted by the terms of such Timber Cutting Agreement, as amended through the Effective Date), and (ii) reciprocal or unilateral road easement agreements as more particularly outlined for Seller on attached Schedule 5(e), pursuant to which eventSeller, neither party shall have as applicable, may (a) as a claim against grantor, grant to third parties access rights over existing roads located on the other under Real Property for purposes of transporting forest products and rock, timber management (including fire protection and suppression), and access to identified lands of such third parties; (b) as a grantee, be granted access over and across certain lands of third parties for purposes of transporting forest products and rock to and from, timber management (including fire protection and suppression) on, and access to and from portions of the Real Property (the foregoing collectively, the “Pre-Closing Easements”). (f) For purposes of this Agreement, except as otherwise expressly set forth in this Agreement“Permitted Encumbrances” shall mean, collectively, (i) the Unrecorded Encumbrances; or and (ii) waive the uncured Title Objections and close under the terms of any other title matter to which Purchaser does not object, or for which Purchaser waives its objection or is deemed to have accepted pursuant to this AgreementSection 5.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments a) On or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing Date, Equity One may order, at its sole expense, a current extended coverage preliminary title report (any defect a “Preliminary Report”) from Chicago Title Insurance Company or the title company who issued the Current Title Policies (the “Title Company”) for each Property and a commitment by the Title Company to issue an original title insurance policy or a non-imputation endorsement to the Current Title Policies with respect to such Property, in either case, dated as of the Closing Date, insuring fee simple title to which the Purchaser objects under this Section 10.6 in referred Property, subject only to herein as the Permitted Exceptions, including customary endorsements (such title insurance policy, a “Title ObjectionsPolicy”). It is LIH agrees to cooperate with Equity One and its representatives as reasonably necessary to facilitate the intention issuance of the parties that Lien Defects shall automatically qualify as objections to title, and Preliminary Reports by the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections Company (other than Lien Defects) wherein the Purchaser has delivered notice including by facilitating access to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the PurchaserProperties during regular business hours). If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice Notwithstanding anything to the Purchaser electing to cure any Title Objectionscontrary set forth herein, the Seller LIH shall be obligated to effect such cure remove or cause the Title Company to insure over all Liens set forth on Schedule 5.5(a) hereto as of the Closing Date. If requested by Equity One, LIH shall use commercially reasonable efforts to deliver to EQY-CSC on or before prior to the Closing Date an owner’s title affidavit with respect to each Property (for the purpose of EQY-CSC obtaining a new title policy and/or non-imputation endorsements to its title insurance policies) in the form required by the Title Company. (b) On or prior to the Closing Date, Equity One may order, at its sole expense, from a surveyor or surveying firm, licensed by the State of California, an American Land Title Association survey of each Property (the “Surveys”) reflecting the total area of each Property, the location of all Improvements, recorded easements and encroachments, if any, located thereon and other matters of record with respect thereto and such later date other matters as shall may be requested by Equity One. LIH agrees to cooperate with Equity One and its representatives as reasonably necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any facilitate preparation of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing Surveys (including by giving notice facilitating access to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementProperties during regular business hours).

Title. During Seller is and will be at Closing the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies sole owner of all documents creating exceptions thereunder)the Purchased Assets and the Purchased Assets will be at Closing free and clear of any and Encumbrances arising by, through or under Seller, other than the Permitted Exceptions. Seller shall transfer to Purchaser at Closing good, marketable and insurable title to the Fee Theatres, subject to the liens for unpaid, but not yet due real estate taxes and assessments, free and clear of any and all Encumbrances arising by, through or under Seller, other than the Permitted Exceptions. In addition, subject to obtaining the Consents defined herein, Seller shall assign to Purchaser at Closing good, marketable and insurable title to the Leasehold under the Lease, subject to the Permitted Exceptions, and shall, subject to obtaining the Approval defined herein, sublease to Purchaser the leasehold interest in the Sublease Theatre, free and clear of all Encumbrances arising by, through or under Seller, and will transfer title to the Personal Property free and clear of any and all Encumbrances arising by, through or under Seller except for any landlord's lien imposed by the landlords under the Leases, if any, and the Purchaser shall promptly examine lien for unpaid but not yet due personal property taxes. Fee title to the preliminary title commitment Leasehold Theatres may be subject to the liens for unpaid real estate taxes and documents relating thereto. Within assessments, and all exceptions, encumbrances, easements, reservations, rights-of-way, covenants and conditions of record as of the Inspection PeriodAcceptance Date and the Closing Date, the Purchaser shall notify the and that Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trustremove, mechanics’ liens, judgments cure or insure over any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, Leasehold Theatres. All rental obligations under the Seller shall be obligated to effect such cure on or before Lease incurred through the Closing Date shall have been paid by Seller as of the Closing, or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date prorated at Closing as provided in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement18C below.

Title. During (a) Seller shall convey title to the Inspection Period, the Property and Purchaser shall obtain from accept Marketable Title (as hereinafter defined), subject only to the encumbrances set forth on Schedule "D" ("Permitted Encumbrances"). Marketable Title shall mean that fee title to the Property is vested in Seller and shall be insured as such by a title company selected by Purchaser (herein referred to as the "Title Company") at standard rates; and that Purchaser shall not incur any damage, cost or expense resulting from any encroachment or overlap affecting the Property. Title Company shall certify that Seller has the right, authority and power to enter into and to perform its obligations hereunder. The legal description in the Binder (as hereinafter defined) and in the Deed (as hereinafter defined) shall be in accordance with a preliminary current survey showing the completed Improvements satisfactory to Title Company and Purchaser. (b) Purchaser has received a title commitment for insurance binder (herein referred to as the "Binder"), a copy of which has been delivered to Seller. Prior to the expiration of the Due Diligence Period (as hereinafter defined), Purchaser shall deliver to Seller's attorney notice of any objections to title which are not Permitted Encumbrances. After the execution hereof, no further liens, encumbrances, easements or restrictions shall be created or filed ("Subsequent Encumbrances") on or with respect to the Property. The Binder, at the request of Purchaser, shall contain the following endorsements so that at Closing, Title Company will issue an Owner's Policy of Title Insurance (American Land Title Association Owner's Policy - 1992, or equivalent, in Purchaser's sole judgment), in the full amount of the Purchase Price (the "Title Policy"): (i) a zoning endorsement certifying that the Property is not subject to any ordinance, regulation or restriction which in any way would prohibit or restrict the construction, maintenance and/or use of the insured Property for its present use; (along ii) an endorsement insuring contiguity between or among all of the tracts or parcels of land comprising the Property; (iii) an endorsement deleting any coverage exclusions with legible copies of all documents creating exceptions thereunderrespect to creditor's rights; and (iv) an endorsement affirmatively insuring access to public streets, highway and roadways. If the Binder discloses any exceptions, liens, encumbrances, defects or objections other than the Permitted Encumbrances or if, after execution hereof, a Subsequent Encumbrance shall be placed against the Property or if the Title Company is unable to issue the endorsements (herein collectively called the "Title Defect(s)"), and the then Purchaser shall promptly examine have the preliminary right to: (i) require Seller to use best efforts to cure any such Title Defects (except that Seller shall be obligated to cure any Title Defects which can be removed solely by the payment of a sum of money); (ii) attempt to cure any such Title Defect; (iii) accept such title commitment as Seller shall be able to convey and documents relating thereto. Within proceed to Closing without reduction in the Inspection PeriodPurchase Price; (iv) cause a title report and title insurance policy to be issued by another title company without such Title Defect; (v) elect not to purchase the Property and declare this Agreement null and void, the whereupon Purchaser shall notify be entitled to the Seller return of any defects in title in such commitment to which the Purchaser objectsLetter of Credit; provided, however, if Seller gives notice to Purchaser within five (5) days after Purchaser's election under this subparagraph (v), that Seller intends to cure such Title Defects and thereafter cures such Title Defects in accordance with the terms of this Agreement within thirty (30) days after receipt of notice from Purchaser of its election under this subparagraph (v), then Purchaser's notice of termination shall have no obligation be deemed negated and the transaction contemplated by this Agreement shall proceed pursuant to object the terms of this Agreement. The right of Purchaser to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which terminate this Agreement may be cured by exercised following the application exercise of proceeds of the Purchase Price its other rights hereunder. (c) If at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for there are liens or encumbrances against the Property (“Post- Commitment Defects”) and to which the Purchaser objectsother than Permitted Encumbrances, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or may use any portion of the Purchase Price to satisfy same, provided Seller, at Closing Closing, either shall: (1) deliver to Purchaser instruments in recordable form sufficient to satisfy such liens or encumbrances of record, together with the amount necessary cost of recording or filing said instruments; or (2) deposit with Title Company sufficient monies acceptable to cure Lien Defects. For Title Company to insure obtaining and recording of such satisfactions and the issuance of a Title Policy for the Property to Purchaser free and clear of any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice such liens or encumbrances, but only to the Seller extent that such liens or encumbrances are in favor of the Purchaser’s objection thereto, the Seller and held by institutional lenders. The existence of any such liens or encumbrances shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All objections or exceptions to title which if Seller shall comply with the foregoing requirements. (d) If a search of title discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of Seller or any predecessor in title, Seller, on request, shall deliver to Title Company, an affidavit showing that such judgments, bankruptcies or other returns are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the against Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date predecessors in (i) interest of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During the Inspection Period, the Purchaser shall obtain from Buyer hereby acknowledges receipt of a title company selected by Purchaser a preliminary title commitment for (the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured “Title Commitment”) issued by the application Closing Agent as agent for Republic Title of proceeds of the Purchase Price at Closing Texas, Inc (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsAgent”). It is Buyer hereby agrees to accept title to the intention Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment,, including all matters that would be disclosed by a current and accurate survey of the Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties that Lien Defects shall automatically qualify as objections to title, in possession; and the Purchaser shall apply (vi) all or any portion title exceptions referenced in Schedule B of the Purchase Price at Closing in Title Commitment (the amount necessary foregoing title matters are herein referred to cure Lien Defectsas the “Permitted Title Exceptions”). For any Title Objections (Any applicable zoning ordinances, other than Lien Defects) wherein land use laws and regulations, together with taxes for the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretocurrent year and those matters, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodif any, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Buyer, at any time prior its cost, shall cause the Title Insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”) insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. a. Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. b. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. c. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. d. Only the fixtures, machinery and equipment currently attached to or located upon the Property will be conveyed to Buyer. e. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall (i) (A) keep in effect all rights and appurtenances to or that constitute a part of Section 4 hereof. In the event Mortgaged Property except where the Seller elects failure to keep in effect the same could not result in a Property Material Adverse Effect and (B) protect, preserve and defend its interest in the Mortgaged Property and title thereto; (ii) (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a Lien on the Mortgaged Property subject to cure Permitted Liens, (B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain this Mortgage as a valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Liens and all Prior Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the reasonable expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except as Mortgagee to be applied to the payment of the Obligations or otherwise expressly set forth in this Agreement; or (ii) waive accordance with the uncured Title Objections and close under provisions of the terms of this Credit Agreement.

Title. During As of the Inspection PeriodClosing Date, the Purchaser Administrative Agent shall obtain have received title opinions reflecting that the Borrower has title reasonably satisfactory to the Administrative Agent in such Oil and Gas Properties of the Borrower and its Subsidiaries constituting at least 50% of the Borrower’s and its Subsidiaries’ proved, developed, producing Hydrocarbon reserves and proved, developed, nonproducing Hydrocarbon reserves (each as determined in conformity with the guidelines in effect from a title company selected time to time as promulgated by Purchaser a preliminary title commitment for the Property (along with legible copies Society of all documents creating exceptions thereunder), and Petroleum Engineers or its successor association) as determined by the Purchaser shall promptly examine the preliminary title commitment and documents relating theretoAdministrative Agent. Within the Inspection PeriodIn addition, the Purchaser Borrower shall notify from time to time upon the Seller reasonably request of any defects in the Administrative Agent or the Majority Lenders, provide evidence of title in such commitment reasonably satisfactory to which the Purchaser objects; providedAdministrative Agent constituting an additional 30% of the Borrower’s and its Subsidiaries’ proved, howeverdeveloped, that the Purchaser shall have no obligation to object to defects relating to deeds of trustproducing Hydrocarbon reserves and proved, mechanics’ liensdeveloped, judgments or any other defect which may be cured nonproducing Hydrocarbon reserves as determined by the application of proceeds Administrative Agent with respect to the Oil and Gas Properties of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date Borrower and its Subsidiaries as of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) Closing Date. Thereafter, with respect to Oil and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before Gas Properties acquired after the Closing Date or not previously included in the Borrowing Base, the Borrower shall from time to time upon the reasonable request of the Administrative Agent, take such later date actions and execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent shall, at all times, have received satisfactory title opinions (including, if requested, supplemental or new title opinions addressed to it), which title opinions shall be necessary in form and substance acceptable to effect such curethe Administrative Agent in its sole discretion and shall include opinions regarding the before payout and after payout ownership interests held by the Borrower and its Subsidiaries, which date shall not be later than sixty (60) days after for all ▇▇▇▇▇ located on the date in (i) Oil and Gas Properties covered thereby as to the ownership of Section 4 hereof. In the event the Seller elects not to cure all or any Oil and Gas Properties of the Title ObjectionsBorrower and its Subsidiaries, or elects to cure but fails to successfully cure any Title Objections prior to Closing, and reflecting that the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement Administrative Agent has an Acceptable Security Interest in such Oil and receive a refund Gas Properties of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections Borrower and close under the terms of this Agreementits Subsidiaries.

Title. During (a) Title to the Inspection Property shall be conveyed to the Purchaser at Closing in good, marketable and indefeasible fee simple by Special Warranty Deed (the “Special Warranty Deed”), free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust, and security interests but subject to those encumbrances and easements now of record. The Special Warranty Deed shall contain a reverter clause that will be effective if the Property is not used for the Uses for a period of six (6) consecutive months following issuance of a certificate of occupancy by the City. The Special Warranty Deed will be in substantially the form attached to this Agreement as Exhibit A and incorporated herein by reference. (b) The Purchaser shall obtain a Commitment for Title Insurance (the “Title Commitment”), committing to insure upon the payment of a requisite premium at standard rates that the Purchaser shall own good and indefeasible fee simple title to the Property, subject only to those encumbrances revealed in the Title Commitment. The Purchaser shall promptly forward a complete copy of the Title Commitment to the Seller. The Purchaser, at its sole cost and expense, may also cause a current ALTA-ACSM Urban survey of the Property (the “Survey”) to be prepared by a surveyor acceptable to the Purchaser, including a certification addressed to the Purchaser in a form acceptable to the Purchaser and the Purchaser’s title company (the “Title Company”). The Purchaser shall have until the expiration of the Study Period (as defined in Subsection 7(a) below) within which to object, by written notice to the Seller, to any exceptions to title set forth in the Title Commitment. Such objections shall be within the Purchaser’s sole discretion. If the Purchaser fails to object to any such item by written notice to the Seller prior to the expiration of the Study Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating theretobe deemed to have approved such item. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which If the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered such item by timely written notice to the Seller of the Purchaser’s objection theretoSeller, the Seller shall have fifteen the right (15without any obligation to do so) to cure or attempt to cure the Purchaser’s objections to such item within thirty (30) days from after receiving such notice. In the receipt event the Seller is unable to or elects not to cure any one or more of such notice or notices within which to the Purchaser’s objections, the Seller may notify the Purchaser as to whether the Seller elects to cure all or any in writing of such Title Objections raised by election and request that the Purchaser waive the Purchaser’s right to terminate this Agreement due to such objection(s). If the Purchaser does not terminate this Agreement within thirty (30) days after receiving such notice from the Seller, the Purchaser shall be deemed to have waived its right to terminate this Agreement due to such objections. If the Seller does not so notify fails to respond to the Purchaser Purchaser’s objections within thirty (30) days after receiving notice of such 15 day periodobjections from the Purchaser, the Seller shall be deemed to have elected not elect to cure such Title Objections. All exceptions to title which are not Lien Defects objections and as to which the Purchaser has not objected pursuant to this Section 10.6 Agreement shall be deemed “Permitted Exceptionscontinue in full force and effect.” In the event the Seller has given such notice (c) Notwithstanding anything to the Purchaser electing to cure any Title Objectionscontrary herein, the Seller shall be obligated to effect such cure on at or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser Seller shall have remove or cause to be released all monetary liens and security interests (including any and all deeds of trust, mortgages, tax liens, mechanic’s liens, judgment liens) of record and encumbering the rightProperty, exercisable and the Title Company is authorized at Settlement to use any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund portion of the entire DepositPurchase Price to satisfy and remove any such monetary lien(s) and security interest(s). In addition, the Seller shall not further encumber the Property after the Effective Date of this Agreement. “Permitted Exceptions”, as the term is used in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly means exceptions set forth in on Schedule B-Section 2 of the Title Commitment approved by the Purchaser pursuant to this Agreement; or (ii) waive the uncured Title Objections Section and close under the terms of this Agreementreal estate taxes not yet due and payable.

Title. During From and after the Inspection PeriodEffective Date, Buyer shall have the Purchaser shall obtain from right to order a title company selected insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the “Title Commitment”). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by Purchaser a preliminary title commitment for First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the Property (along with legible copies of all documents creating exceptions thereunder“Title Company”), agreeing to issue, upon recording of the Conveyance Instrument, an ALTA owner’s and leasehold title insurance policy to Buyer and an ALTA Lender’s title insurance policy issued to Buyer’s lender(s), if applicable, in the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds amount of the Purchase Price at Closing (“Lien Defects”); provided further, that insuring title to the Real Property to be in the case of defects which arise after condition called for by this Agreement and containing a “fifty-year chain-of-title search,” a zoning endorsement on ALTA Form 3.1 (with parking), a survey endorsement insuring that the effective survey accurately depicts the Real Property (including boundaries, improvements, easements and encroachments), a contiguity endorsement, an access endorsement, an endorsement for “gap coverage,” a location endorsement and an owner’s comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement. Seller shall cause the Title Company at or prior to Closing to down date the Title Commitment to the date and time of the Purchaser’s recording of the Conveyance Instrument and provide a “title commitment for ▇▇▇▇-up” showing the Property final form of the title insurance policy (including the above referenced endorsements) to be issued, which ▇▇▇▇-up shall obligate the Title Company to issue the final title insurance policy in such form. The title ▇▇▇▇-up and final title insurance policy shall be free from the standard requirements and exceptions and shall be subject only to liens, encumbrances or exceptions specifically approved by Buyer (the “Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsPermitted Exceptions”). It is the intention A written statement of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion obligee of the Purchase Price at Closing in the amount necessary of any lien or encumbrance to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised be discharged by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the provided by Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty within ten (6010) days after the date in (i) of Section 4 hereoftitle evidence is furnished to Buyer. In The premium for the event the Seller elects not to cure all title policy and any fees for endorsements or any of other services provided by the Title ObjectionsCompany (other than the mortgagee policy, if any) shall be paid by Seller on or elects to cure but fails to successfully cure any Title Objections prior to before Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During SELLER HEREBY ADVISES BUYER THAT BUYER SHOULD OBTAIN A POLICY OF TITLE INSURANCE WITH RESPECT TO THE PROPERTY AND SHOULD HAVE ANY COMMITMENT FOR SUCH TITLE INSURANCE POLICY EXAMINED BY AN ATTORNEY OF BUYER'S OWN SELECTION. Unless otherwise required by applicable law, Buyer shall obtain, at its sole expense, any title commitment, title examination, or policy of title insurance with respect to the Inspection PeriodProperty and Seller shall not be obligated to pay any portion thereof. If, and only if, required by applicable law, Seller shall, at Seller’s expense, furnish to Buyer an owner's policy of title insurance dated as of the Purchaser shall obtain from Closing Date (the "Title Policy") issued by a title company selected by Purchaser a preliminary of Seller’s choosing ("Title Company"). Seller’s agreement to furnish the Title Policy is conditioned on Buyer’s agreement herein to accept the Title Policy and that the Cclosing taking place at the office of, and all disbursements be made by, Seller’s attorney or agent or Title Company on the Closing Date, as extended, if applicable. In any event, if Buyer elects to obtain its own title commitment commitment, title examination, or owner’s policy of title insurance with respect to the Property, Seller shall not be obligated to provide any such commitment, examination or the Title Policy. In any event, Buyer shall be responsible for obtaining and paying for any mortgagee title insurance policy or other title policy and any associated costs associated therewith. (1) existing deed restrictions and restrictive covenants affecting the propery; (2) discrepancies, conflicts and shortages in area or boundary lines, or any encroachments or any overlapping of improvements; (3) real estate and personal property taxes of for the current and subsequent years and subsequent assessments for prior years due to change in land usage or ownership; (4) existing building and/or zoning restrictions and/or ordinances; (5) easements or roads, easements visible upon the ground, easements of record; (6) liens created or assumed as security for the Sales Price, liens created or granted by or at the direction of Buyer, liens created in connection with the Closing; (7) rights or privileges of public service companies and utility easements of record or common to any platted subdivision of which the Property is a part; (along 8) reservations or other exceptions of record or known to the Buyer; (9) the terms and provisions of any declaration, by-Laws and rules and regulations of any condominium regime or homeowner’s association pertaining to the Property, as amended, including the platted easements and assessments set out therein; (10) the terms of any lease, ground lease or similar agreements, if any; (11) any other liens, encumbrances, easements, covenants or restrictions of record or known to the Buyer; and (12) any other matters that would be disclosed or discoverable by an accurate survey of the Property. If Seller is required by applicable law to furnish Buyer with legible copies of all documents creating exceptions thereunder)a Title Policy, and Buyer does not obtain its own title commitment, title examination, or owner’s policy of title insurance with respect to the Purchaser Property, then Seller Buyer shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Periodmake available to Buyer, the Purchaser shall notify the Seller of any defects in title in such commitment to on or before that date which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing is five (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property 5) (“Post- Commitment Defects”10) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections calendar days prior to the Closing Date, as extended, if applicable, the commitment for the Title Policy (the “Commitment”) and copies of all exception documents referenced in the Commitment (the “Exception Documents”). Buyer shall have three (3) calendar days following the date on which Seller makes the Commitment and Exception Documents available to deliver to Seller written notice (the “Title Objections Notice”) of its objection to any title defect in title to which disclosed by the Purchaser objects under this Section 10.6 in referred to herein as Commitment other than the Permitted Exceptions (the “Title Objections” and each, a “Title Objection”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleSeller, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections its option, may (other than Lien Defectsi) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing decline to cure any one (1) or more of the Title Objections, the Seller shall be obligated Objections by providing written notice thereof to effect such cure Buyer on or before the Closing Date Date, as extended, if applicable (the “Seller Notice”); or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60ii) days after the date in (i) of Section 4 hereof. In the event the Seller elects not attempt to cure all any one (1) or any of the Title Objections, or elects to cure but fails to successfully cure any more Title Objections prior to Closingthe Closing Date, as extended, if applicable; or (iii) extend the Purchaser shall have Closing Date by not more than thirty (30) calendar days and attempt to cure any one (1) or more Title Objections during such extension period. If the rightSeller is unable or unwilling to cure any Title Objection on or before the Closing Date, exercisable as extended, if applicable or if Seller delivers the Seller's Notice, or if Seller fails to respond at any time prior all to the Title Objections Notcie by the Closing Date, as extended, if applicable, then Buyer may waive such Title objection and proceed to Closing in accordance with the terms of the Contract, as modified by giving notice to this Addendum, or Buyer may, as Buyer's sole and exclusive remedy, terminate the Seller, to either: (i) terminate this Agreement Contract and receive a refund of the entire Depositany Monies (defined below) actually paid, in which eventevent the parties shall be relieved of all obligations under the Contract, neither party except for Buyer's Indemnification Obligations. In the event Buyer fails to timely deliver the Title Objections Notice, then all exceptions described or identified in the Commitment shall have a claim be deemed part of the "Permitted Exceptions". In no event shall the Buyer be permitted to object to any of the Permitted Exceptions. On or before the Closing Date, as extended, if applicable, Seller shall deliver to the settlement agent performing the Closing, Seller's form of Special Warranty Deed, Quitclaim Deed or other deed conveying the Property to Buyer in form and substance as may be acceptable to the Seller (the “Deed”). The Deed will shall not contain general warranty covenants. The Seller will warrant and defend title to the Property against the other lawful claims of all persons claiming by, through, or under this AgreementSeller, except as otherwise expressly set forth in this Agreement; or (ii) waive but against none other. The Deed will be subject to the uncured Title Objections and close under the terms of this AgreementPermitted Exceptions.

Title. During the Inspection Periodterm of each Lease, title to the Purchaser Equipment will be in Lessor subject to the transfer to Lessee upon Lessee’s purchase of the Equipment as provided herein. Upon the termination of the Lease for any reason other than Lessee’s purchase of the Equipment, title to any Equipment not purchased by Lessee at the time of termination shall obtain from a title company selected by Purchaser a preliminary title commitment remain in Lessor. Lessor at all times with reasonable written notice will have access to the Equipment for the Property (along with legible copies purpose of all documents creating exceptions thereunder)inspection. Notwithstanding that Lessor holds naked legal title under each Lease until title has fully vested in Lessee, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller as provided in Article V. of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except Lessee and Lessor agree Lessee shall be the owner of the Equipment for federal tax purposes and that during the Lease Term, Lessee shall have all the beneficial and equitable rights of ownership and the associated obligations and liabilities including but not limited to insurance, taxes, and maintenance associated with the Equipment. Lessee and Lessor further agree that Lessee shall be listed as otherwise expressly set forth “Owner” on the vehicle titles and shall be treated as the owner for all the purposes stated herein. It will not be necessary for Lessor to be listed as lienholder on vehicle titles. Upon the payment of all rent payable pursuant to Section 4.1 for the original term and all renewal terms, or exercise of the option to purchase as specified herein, Lessor shall immediately transfer title to any Equipment so purchased to Lessee, and Lessor’s interest in this Agreement; such Equipment shall terminate. Following a non-appropriation of funds by Lessee or (ii) waive an event of default by the uncured Title Objections Lessee under any Lease, the Lessee will, at the Lessee’s expense, execute and close under deliver such additional instruments, certificates or documents, and will take all such actions as the terms Lessor may reasonably request for the purposes of this Agreementimplementing or effectuating the provisions of such Lease with respect to title in the Equipment vesting in Lessor or for the purpose of more fully completing, perfecting, continuing, preserving or renewing the rights of the Lessor with respect to the Equipment.

Title. During (a) Such Borrower is the Inspection Periodrecord and beneficial owner of, the Purchaser shall obtain from a and has good and valid title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies to, its Pledged Interests, free and clear of all documents creating exceptions thereunder)Liens, and except those Liens granted to Lender under the Purchaser shall promptly examine Loan Documents. The Pledge Agreement, together with the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects UCC Financing Statements relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, Pledged Collateral that have been properly filed in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) appropriate records, created and continue to create a valid, perfected first priority security interest in and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing Pledged Collateral covered thereby, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge Agreement is outstanding, such Borrower shall forever warrant, defend and preserve such title and the validity and priority of the Lien of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of all persons whomsoever. (b) Each Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of its Property and good title to the balance of such Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Mortgage Loan Documents and the Liens created by the Mortgage Loan Documents. (c) First Mezzanine Borrowers are the record and beneficial owners of, and have good and marketable title to, the First Mezzanine Collateral, free and clear of all Liens whatsoever, except for the Liens contemplated by and permitted under the First Mezzanine Loan Documents. (d) To the best of each Borrower’s actual knowledge, the Permitted Encumbrances in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein aggregate do not materially and adversely affect the Purchaser has delivered notice to the Seller operation or use of the Purchaser’s objection thereto, the Seller shall have fifteen Properties (15as currently used) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In such Borrower’s ability to repay the event Loan, (ii) Mortgage Borrowers’ ability to repay the Seller elects not Mortgage Loan or (iii) First Mezzanine Borrowers’ ability to cure all repay the First Mezzanine Loan. (e) To such Borrower’s actual knowledge after due inquiry, there are no claims for payment for work, labor or materials affecting any of the Title ObjectionsProperties that are or may become a Lien prior to, or elects to cure but fails to successfully cure any Title Objections prior to Closingof equal priority with, the Purchaser shall have Liens created by the rightMortgage Loan Documents, exercisable at except any time prior to Closing by giving notice to the SellerLien then being contested pursuant to, to either: (iand in accordance with, Section 3.6(b) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementMortgage.

Title. During the Inspection Period, the Purchaser shall obtain from Buyer hereby acknowledges receipt of a title company selected by Purchaser a preliminary title commitment for (the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured “Title Commitment”) issued by the application of proceeds of the Purchase Price at Closing Agent as agent for First Choice Abstract (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsAgent”). It is Buyer hereby agrees to accept title to the intention Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment,, including all matters that would be disclosed by a current and accurate survey of the Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties that Lien Defects shall automatically qualify as objections to title, in possession; and the Purchaser shall apply (vi) all or any portion title exceptions referenced in Schedule B of the Purchase Price at Closing in Title Commitment (the amount necessary foregoing title matters are herein referred to cure Lien Defectsas the “Permitted Title Exceptions”). For any Title Objections (Any applicable zoning ordinances, other than Lien Defects) wherein land use laws and regulations, together with taxes for the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretocurrent year and those matters, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodif any, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed “Permitted Title Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on . At or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Purchaser responsibility of Seller and Buyer shall have satisfy all requirements on Schedule C which are the rightresponsibility of Buyer. At Closing, exercisable Buyer, at any time prior its cost, shall cause the Title Insurer to Closing by giving notice issue and deliver to Buyer an owner’s policy of title insurance (the “Title Policy”) insuring Buyer’s fee simple estate in the Property in the amount of the Total Purchase Price, subject to the Permitted Title Exceptions. a. Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to either: (i) terminate this Agreement and receive a refund be accurate or complete. b. Any fencing situated on the Property is not necessarily an indication of the entire DepositProperty boundary. c. Buyer shall be responsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In addition, the Buyer shall be responsible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic systems, and/or any costs related to such installation. Permits, tanks, meters, lines, and any other applicable fees shall be at the Buyer’s expense. d. Only the fixtures, machinery and equipment currently attached to or located upon the Property will be conveyed to Buyer. e. The Property is selling subject to restrictive covenants and easements as shown in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Title Commitment and the uncured Title Objections and close under the terms of this AgreementSurvey.

Title. During Buyer hereby agrees to accept title to the Inspection PeriodProperty subject to (i) all standard exclusions and printed exceptions set forth in the owner’s policy of title insurance, including all matters that would be disclosed by a current and accurate survey map of the Purchaser shall obtain from a Property; (ii) liens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, covenants, restrictions, homeowners associ- ation fees and rights-of-way affecting the Property; (v) rights and claims of parties in possession; and (vi) all title company selected exceptions referenced in the Title Commitment and attached to this contract as part of the title are accepted by Purchaser a preliminary title commitment buyer. Any applicable zoning ordinances, other land use laws and regulations, together with taxes for the Property (along with legible copies of all documents creating exceptions thereunder)current or subsequent years and those matters, and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Periodif any, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected waived by Buyer pursuant to this Section 10.6 Paragraph 10, shall also be deemed Permitted Title Exceptions. Any matter not listed in the title commit- ment attached to this contract shall be deemed “Permitted Exceptionsmatters subject to Buyer approval and objection prior to closing.” (a.) Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Real Estate Bid Sales, INC nor Auctioneer warrants or guarantees any of these materials or other information to be accurate or complete. Any fencing situated on the Property is not necessarily an indication of the property boundary. The Buyer shall be responsible for their own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. In the event the Seller has given such notice to the Purchaser electing to cure any Title Objectionsaddition, the Seller Buyer shall be obligated respon- sible for obtaining any and all permits for installation of utilities, ▇▇▇▇▇, septic sys- tems, and/or any costs related to effect such cure on or before the Closing Date or such later date as installation. Permits, tanks, meters, lines, and any other applicable fees shall be necessary at the Buyer’s expense. (b.) The Property is selling subject to effect such cure, which date shall restrictive covenants and easements as shown in the Title Com- mitment and plat of subdivision. Personal property will not be later than sixty (60) days after conveyed with the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreementreal estate EXCEPT AS INDI- CATED IN PARAGRAPH 11.

Title. During Promptly after Escrow opens, Developer shall cause the Inspection Period, Title Company to deliver to the Purchaser shall obtain from a title company selected by Purchaser a Agency and Developer preliminary title commitment reports or commitments for title insurance for the Property (along property to be so conveyed, together with legible copies of all documents creating relating to title exceptions thereundershown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions (i) existing at the time the Agency acquired the applicable real property if after the Effective Date, and existing as of the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured Effective Date if owned by the application of proceeds of Agency on the Purchase Price at Closing Effective Date (the “Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment DefectsExisting Exceptions”) and (ii) created by or on behalf of Developer (which exceptions shall be deemed to which include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Purchaser objectsNavy or another Governmental Entity, the Purchaser shall Mitigation Measures or under the Below-Market Rate Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s use of the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Seller Agency in writing of any such objections prior to objection within twenty (20) days after Developer receives the Closing complete PTR Package (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title ObjectionsObjection Period”). It is If Developer fails to so object within the intention twenty (20) day period, then all of the parties that Lien Defects shall automatically qualify as objections exceptions shown on the PTR Package will be deemed to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaserbe Permitted Exceptions. If Developer does so object within the Seller does not so notify the Purchaser within such 15 twenty (20) day period, the Seller Agency at its cost may, in its sole discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the owner’s title insurance policy to be issued to Developer at close of Escrow. The Agency shall not permit or cause to be created during the period of its ownership any exceptions to title other than the Existing Exceptions. If the Agency does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Agency elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the real property affected by such exception, by notice to the Agency delivered within ten (10) days after Developer receives the Agency’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Agency can proceed to market the property to others without any cost reimbursement or other obligation to Developer, or (ii) accept title to the real property subject to such exception. If Developer fails to so terminate within the ten (10) day period, then it shall be deemed to have elected to accept title as set forth in clause (ii) above. Exceptions that the Agency elects not to cure such Title Objections. All exceptions remove, or is deemed to title which are have elected not Lien Defects to remove, and as that Developer elects to which the Purchaser has not objected pursuant accept, or is deemed to this Section 10.6 shall have accepted, will also be deemed “to be Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.

Title. During Seller shall transfer title of the Inspection Period, Interests to Buyer at Closing pursuant to an assignment substantially in the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for form of the Property (along with legible copies of all documents creating exceptions thereunder)Assignment attached hereto as Exhibit B, and said Assignment shall be adapted to the Purchaser particular interest to be assigned and to conform to the provisions of Article 2 hereof. Seller will convey to Buyer Defensible title to the Interests on the Closing Date. Seller shall promptly examine execute as many Assignments as are necessary to file for record Assignments in each jurisdiction and with each governmental authority where necessary to effect conveyance of the preliminary Interests and/or notice of such conveyance. Buyer shall be entitled to satisfy itself prior to Closing that it will be receiving conveyance of Defensible title commitment to the Interests. Seller shall provide to Buyer full and complete access to its records and documents relating theretoto the Interests. Within the Inspection PeriodAs used herein, the Purchaser term " Defensible Title" shall mean, as to each of the Interests to be conveyed to Buyer, a net revenue interest which is not less, and a working interest which is not greater, than those set out in Exhibits A-1 and A-2 hereto with respect to such Interests, and a title which is free and clear of liens, encumbrances, defects or environmental Conditions, other than Permitted Encumbrances, which materially and adversely affect the value of such Interests. Any matter which causes an Interest not to have Defensible Title, and any environmental Condition, shall be considered to be a “Title Defect”. If Buyer determines that any Interest is subject to any Title Defects prior to Closing, Buyer shall notify Seller in writing describing the Title Defects, after which time the parties shall meet and exercise their best efforts to determine the validity of the claimed Title Defect. Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation until the Closing to object cure the Title Defects to defects relating the satisfaction of the Buyer. If Seller is not able to deeds of trustcure the Title Defects to Buyer’s reasonable satisfaction prior to Closing, mechanics’ liens, judgments or any other defect which then Buyer in its sole discretion may be cured by the application of proceeds of either (a) reduce the Purchase Price at by the Allocation for the Interest with a Title Defect, (b) allow Seller 90 days after Closing to cure the Title Defects, (“Lien c) waive the Title Defects”); provided further, that in the case of defects which arise or (d) terminate this Agreement. Should a Title Defect be discovered after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsClosing Date, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not undertake to cure such Title Objections. All exceptions Defect to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to Buyer’s reasonable satisfaction; failing cure any Title Objectionsthereof, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser Buyer shall have the right, exercisable at any time prior but not the obligation, to Closing by giving notice re-assign the affected Interest to Seller following the provisions of Section 9.03 hereof as to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementInterest so affected.

Title. During (a) Borrower has good title to the Inspection PeriodCollateral, in each case, free and clear of all Liens except the Mezzanine Loan Permitted Encumbrances. The Pledge Agreement and the other Loan Documents, upon the filing of Uniform Commercial Code financing statement in the appropriate jurisdiction, create and constitute a valid and perfected first priority Lien on the Collateral, free and clear of all Liens other than the Mezzanine Loan Permitted Encumbrances. (b) To Borrower’s knowledge, the Purchaser shall obtain from a Mezzanine Loan Permitted Encumbrances do not and will not materially adversely affect the value, current use or current operation, of the Collateral or the Mortgaged Properties, the security intended to be provided by the Loan Documents or the Mortgage Loan Documents, Borrower’s ability to repay the Indebtedness in accordance with the terms of the Loan Documents or Property Owner’s ability to repay the Mortgage Loan Indebtedness in accordance with the terms of the Mortgage Loan Documents. No creditor of Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral. (c) Property Owner owns good, marketable and insurable fee or leasehold title, as applicable, to the Mortgaged Properties and good and marketable title company selected to the related personal property and FF&E (to the extent not owned by Purchaser a preliminary title commitment for the Property tenants (along with legible copies of all documents creating exceptions thereunderincluding TRS Lessee), guests or employees at the Mortgaged Properties), to the Mortgage Loan Collateral Accounts and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections Mortgage Loan Collateral (other than Lien Defects) wherein the Purchaser has delivered notice TRS Lessee Pledged Collateral), in each case free and clear of all Liens whatsoever except the Mortgage Loan Permitted Encumbrances. The Mortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to the Seller of the Purchaser’s objection theretobe filed in connection therewith, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in will create (i) valid, perfected first priority Liens on the Mortgaged Properties (or, as applicable, Property Owner’s ground leasehold estate ownership interest therein) and the rents therefrom, enforceable as such against creditors of Section 4 hereofand purchasers from Property Owner and subject only to Mortgage Loan Permitted Encumbrances and (ii) perfected Liens (pursuant to the Uniform Commercial Code of the State of Delaware) in and to all personalty owned by Property Owner, all in accordance with the terms thereof, in each case subject only to any applicable Mortgage Loan Permitted Encumbrances. In To Borrower’s knowledge, the event Mortgage Loan Permitted Encumbrances do not and will not affect or interfere with the Seller elects value, or current use or operation, of the Collateral or the Mortgaged Properties, or the security intended to be provided by the Mortgages or Property Owner’s ability to repay the Mortgage Loan Indebtedness in accordance with the terms of the Mortgage Loan Documents or Borrower’s ability to repay the Indebtedness in accordance with the terms of the Loan Documents, in each case, other than in a way that would not have a Material Adverse Effect. Except as indicated on a Qualified Title Insurance Policy, there are no claims for payment for work, labor or materials affecting the Mortgaged Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Mortgage Loan Documents. No creditor of Property Owner other than Mortgage Lender has in its possession any goods that constitute or evidence the Mortgage Loan Collateral. (d) TRS Lessee owns good title to cure the TRS Lessee Pledged Collateral free and clear of all Liens whatsoever except the Mortgage Loan Permitted Encumbrances. The Mortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) valid, perfected first priority Liens on the TRS Lessee Pledged Collateral, enforceable as such against creditors of and purchasers from TRS Lessee and subject only to Mortgage Loan Permitted Encumbrances and (ii) perfected Liens (pursuant to the Uniform Commercial Code of the State of Delaware or other applicable State of organization of any TRS Lessee) in and to all personalty owned by TRS Lessee in connection with the Mortgaged Properties, all in accordance with the terms thereof, in each case subject only to any applicable Mortgage Loan Permitted Encumbrances. To Borrower’s knowledge, the Mortgage Loan Permitted Encumbrances do not and will not affect or interfere with the value, or current use or operation, of the TRS Lessee Pledged Collateral, or the security intended to be provided by the Mortgages, in each case, other than in a way that would not have a Material Adverse Effect. No creditor of TRS Lessee other than Mortgage Lender has in its possession any goods that constitute or evidence the TRS Lessee Pledged Collateral. (e) Each Encumbered Property Owner owns good, marketable and insurable fee or leasehold title, as applicable, to its respective Encumbered Property and good and marketable title to the related personal property (to the extent not owned by the tenants (including any operating lessee), guests or employees at the Encumbered Properties), in each case free and clear of all Liens whatsoever except for Liens securing the Encumbered Property Indebtedness and any Liens that would constitute “Mortgage Loan Permitted Encumbrances” hereunder or any analogous term under any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementEncumbered Property Indebtedness Documents.

Title. During LESSEE agrees and acknowledges that this LEASE is a sublease and that the Inspection PeriodEquipment has been originally leased by LESSOR from Bankers Direct Leasing, a division of EAB Leasing Corp. ("BANKERS") pursuant to that certain BANKERS Master Lease Agreement dated as of September 26th, 2001, between LESSOR and BANKERS ("Master Lease"). LESSEE'S rights under the Purchaser LEASE are subject to the terms and conditions of the Master Lease and expressly subordinated to BANKERS' rights under the Master Lease. All Equipment shall obtain remain personal property and the title thereto shall remain in the name of Bankers exclusively unless the Equipment is, or includes, software in which event and only to the extent required by the applicable license, title to said software shall remain in the Licensor. To the extent that the License allows title to software to pass to the Licensee, such title shall vest and remain in BANKERS. To the extent that such vesting requires a specific written conveyance, LESSEE hereby conveys to BANKERS any title it has or may hereafter acquire in the software and relinquishes any subsequent claim or title in the software, including any rights to purchase the software and/or retain rights to use the same beyond the Lease Term, except to the extent LESSEE may purchase the same or renew the LEASE as provided for under the LEASE. If any provision of this paragraph requires for its effectiveness Licensor's prior written consent because the License limits transfers, encumbrance, or assignment of the software, then LESSEE shall assist LESSOR, if so requested, in obtaining such consent. LESSEE shall keep BANKERS' title rights in the Equipment free from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of any and all documents creating exceptions thereunder)liens, claims, and the Purchaser legal processes, except for liens created by or through LESSOR OR BANKERS. LESSEE shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller give LESSOR immediate notice of any defects in title in such commitment to which the Purchaser objects; providedattachment or other judicial process, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or claims affecting the Equipment and shall indemnify and save LESSOR harmless from any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided furtherloss or damage caused thereby. To further secure payment to LESSOR, LESSEE agrees that each LEASE is cross-collateralized with all others and in the case event of defects which arise after the effective date default by LESSEE of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) any LEASE, LESSOR may exercise its rights and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein remedies as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply if LESSEE defaulted on all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereofLEASES. In the event the Seller elects not Maintenance Provider deems it necessary to cure all or replace any Equipment with like equipment, LESSEE shall immediately notify LESSOR of the Title Objectionssame. However, no exchange or elects replacement shall occur without LESSOR'S prior written approval and consent. LESSEE further agrees (a) to cure but fails take all necessary and reasonable steps to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice insure title to the Sellerreplacement Equipment is, subject to either: LESSOR'S satisfaction, transferred to BANKERS, (ib) terminate this Agreement to insure the replacement Equipment as provided in Paragraph 11, and receive a refund of the entire Deposit, (c) to pay any and all costs in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; connection with or (ii) waive the uncured Title Objections and close under the terms of this Agreementrelated to such Equipment exchange.

Title. During The Mortgagor shall: ----- (A) keep in effect all rights and appurtenances to or that constitute a part of the Inspection PeriodMortgaged Property and (B) protect, preserve and defend its interest in the Purchaser shall obtain from Mortgaged Property and title thereto; (ii) (A) comply with each of the terms, conditions and provisions of any obligation of the Mortgagor which is secured by the Mortgaged Property or the noncompliance with which may result in the imposition of a title company selected by Purchaser a preliminary title commitment for Lien on the Property Mortgaged Property, (along with legible copies of all documents creating exceptions thereunder), B) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the Purchaser shall promptly examine validity and priority hereof in any action or proceeding against the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller claims of any defects in title in such commitment and all Persons whomsoever affecting or purporting to which affect the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Mortgaged Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objectionsrights of the Mortgagee hereunder and (C) maintain a valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Collateral Liens; and (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor's right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that could give rise to cure but fails any such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to successfully cure be delivered to the Mortgagee all instruments requested by the Mortgagee to permit such participation. In any Title Objections prior to Closingsuch proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel selected by Mortgagor reasonably satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except Mortgagee to be applied as otherwise expressly set forth Net Cash Proceeds to the payment of the Secured Obligations in this Agreement; or (ii) waive accordance with the uncured Title Objections and close under provisions of Section [2.13(g)] of the terms of this Credit ----------------- Agreement.

Title. During Seller shall furnish Purchaser a Preliminary Report for a Guaranteed Certificate of Title, a Commitment for a Title Guaranty, or, if requested by Purchaser, a Commitment for a Title Insurance Policy. Seller shall pay the Inspection Period, the cost of a Title Guaranty or Guaranteed Certificate of Title and Purchaser shall obtain from pay the difference, if any. The title evidence shall be continued to the date of Closing, shall bear a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment stated liability equal to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided furtherof the Property, that shall be issued by a responsible title company, and shall show record title to be good and marketable in the case name of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement free and receive a refund of the entire Depositclear from material defects, in which event, neither party shall have a claim against the other under this Agreementliens and encumbrances, except as otherwise expressly (a) those created or assumed by Purchaser, (b) those specifically set forth in this Agreement; , (c) those liens and mortgages that will be released at (or before) Closing and removed from title, (iid) waive rights of tenants specifically disclosed to Purchaser in Paragraph 10 or the uncured Title Objections Leased Property Addendum, (e) zoning ordinances, (f) legal highways, and close under (g) restrictions and utility easements of record (unless they unreasonably interfere with the terms location of existing buildings, the present use of the Property, or uses which Purchaser has disclosed to Seller in writing). If the title evidence reveals any other title defect, Seller shall have thirty (30) days after demand by Purchaser to remove such defect and Closing shall be delayed accordingly. If Seller is unable or unwilling to remove the defect, Purchaser may accept title subject to such defect or may terminate this AgreementAgreement and the termination procedures in Paragraph 21 shall apply.

Title. During A delivery of Product by Producer shall be deemed a warranty of title to such Product by Producer and its Affiliates or a warranty that Producer or its Affiliates Control the Inspection PeriodProduct and have the right to sell such Product under this Agreement, as applicable. To the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds extent of the Purchase Price accuracy of Producer’s warranty from the foregoing sentence, a delivery of Product by Buyer shall be deemed a warranty of title to such Product by Buyer or a warranty that Buyer has the right to sell such Product under this Agreement, as applicable. Title of the Product received hereunder shall pass from Producer to Buyer at Closing the Origin Points (“Lien Defects”); provided further, that except in the case of defects any line fill provided by Producer at a Destination Point, in which arise after the effective date case title shall pass upon delivery of such line fill at such Destination Point) and title of the Purchaser’s title commitment for Product delivered hereunder shall pass from Buyer to Producer at the Property Destination Point. EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9.1 AND SUBJECT TO ARTICLE 15, PRODUCER HEREBY DISCLAIMS, AND BUYER HEREBY AGREES THAT PRODUCER IS NOT MAKING, AND BUYER IS NOT RELYING UPON, ANY STATEMENT, REPRESENTATION, OR WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF: (“Post- Commitment Defects”a) and to which the Purchaser objectsANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF PRODUCER’S PRODUCT, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”)b) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF PRODUCER’S PRODUCT FOR A PARTICULAR PURPOSE OR (c) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW. It is the intention of the parties that Lien Defects shall automatically qualify as objections to titleEXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9.1 AND SUBJECT TO ARTICLE 15, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection theretoBUYER HEREBY DISCLAIMS, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day periodAND PRODUCER HEREBY AGREES THAT BUYER IS NOT MAKING, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title ObjectionsAND PRODUCER IS NOT RELYING UPON, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cureANY STATEMENT, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title ObjectionsREPRESENTATION, or elects to cure but fails to successfully cure any Title Objections prior to ClosingOR WARRANTY, the Purchaser shall have the rightEXPRESS, exercisable at any time prior to Closing by giving notice to the SellerSTATUTORY, to eitherOR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF: (i) terminate this Agreement and receive a refund of the entire DepositANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF PRODUCT, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this AgreementANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF PRODUCT FOR A PARTICULAR PURPOSE OR (iii) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW.

Title. During Seller warrants that they presently have title to said Property, and at the Inspection Periodtime the sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by Limited or Special Warranty Deed, subject only to the Purchaser following permitted exceptions: (1) zoning ordinances affecting said Property, (2) all matters of record affecting said Property, (3) subdivision covenants and restrictions of record, (4) all facts, matters and conditions that would be shown on a current and accurate survey of said Property, (5) prior mineral reservations, and (6) leases, other easements, other restrictions and encumbrances affecting the Property. Title marketability shall obtain from a title company selected be determined in accordance with Applicable Law, as supplemented by Purchaser a preliminary title commitment for the Title Standards of the State Bar of Association of the state in which the Property (along with legible copies is located. Any defect in the title which does not impair marketability pursuant to said Title Standards, shall not constitute a valid objection on the part of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify Purchaser; provided that the Seller of furnishes any defects affidavits or other documents, if any, required by the applicable Title Standard to cure such defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities thereunder to the Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in such commitment to which the Purchaser objects; providedquality set forth above, however, that the Purchaser shall have no obligation to object to defects relating to deeds the option of trusteither (i) taking such title as Seller can give, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds without abatement of the Purchase Price at Closing Price, or (“Lien Defects”)ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; provided furtherand, that in if Buyer elects to terminate the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objectsagreement, the Purchaser there shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention be no further liability or obligation by either of the parties that Lien Defects hereunder and this Agreement shall automatically qualify as objections become null and void and of no force or effect. A title commitment shall be provided to title, and the Purchaser shall apply all or any portion by the Closing Firm as identified in paragraph 8 of the Purchase Price at Closing in the amount necessary to cure Lien Defectsthis agreement. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen five (155) days from the receipt of such notice or notices within the title report in which to notify examine title and to furnish Seller with a written statement of objections affecting the Purchaser as insurability of said title. If Seller fails or is unable to whether satisfy valid title objections at or prior to the closing or any unilateral extension thereof, which would prevent the Seller elects from conveying insurable title to cure all or any of such Title Objections raised by the Property, then Purchaser, may terminate the Agreement without penalty upon written notice to Seller. Insurable title as used herein shall mean title which a title insurance company licensed to do business in the state where the Property is located will insure, subject only to standard exceptions and items (1) through (6) listed above. If the Seller Purchaser does not so notify provide a written statement of objections affecting the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any insurability of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser shall have the right, exercisable at any time prior to Closing by giving notice to the Seller, to either: (i) terminate this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close under the terms of this Agreement.title within five

Title. During the Inspection Period, the Purchaser shall obtain from a title company selected by Purchaser a preliminary title commitment for the Property (along with legible copies of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections to title, and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections (other than Lien Defects) wherein the Purchaser has delivered notice to the Seller of the Purchaser’s objection thereto, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in The Mortgagor shall (i) Except as permitted under the Indenture (A) keep in effect all rights and appurtenances to or that constitute a part of Section 4 hereof. In the event Mortgaged Property and (B) protect, preserve and defend its interest in the Seller elects not Mortgaged Property and title thereto (subject in each case to cure Permitted Collateral Liens); (ii) (A) forever warrant and defend to the Mortgagee the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the Title Objectionsrights of the Mortgagee hereunder (other than Permitted Collateral Liens) and (B) maintain a valid and enforceable first priority Lien on the Mortgaged Property and, to the extent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Fixtures, which first priority Lien and security interest shall be subject only to Permitted Collateral Liens; and (iii) promptly upon obtaining knowledge of the pendency of any proceedings for the eviction of the Mortgagor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning the Mortgagor’s right, title and interest in, to and under the Mortgaged Property as warranted in this Mortgage, or elects of any condition that is reasonably likely to cure but fails give rise to successfully cure any Title Objections prior such proceedings, notify the Mortgagee thereof. The Mortgagee may participate in such proceedings and the Mortgagor will deliver or cause to Closingbe delivered to the Mortgagee all instruments reasonably requested by the Mortgagee to permit such participation. In any such proceedings, the Purchaser shall have the right, exercisable at any time prior to Closing Mortgagee may be represented by giving notice counsel satisfactory to the Seller, to either: (i) terminate this Agreement and receive a refund Mortgagee at the reasonable expense of the entire DepositMortgagor. If, upon the resolution of such proceedings, the Mortgagor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in which eventconnection therewith, neither party such proceeds are hereby assigned to and shall have a claim against be paid to the other under this Agreement, except as otherwise expressly set forth in this Agreement; or (ii) waive Mortgagee to be applied to the uncured Title Objections and close under payment of the terms of this AgreementSecured Obligations.

Title. During (i) Except with respect to those Properties and/or Tangible Personal Property that is released from the Inspection Periodlien of the Loan pursuant to the terms hereof, Debtor shall maintain good and marketable fee simple title to the Purchaser shall obtain from a real property comprising each of the Properties, and title company selected by Purchaser a preliminary title commitment for to the Property (along with legible copies Tangible Personal Property, free and clear of all documents creating exceptions thereunder), and the Purchaser shall promptly examine the preliminary title commitment and documents relating thereto. Within the Inspection Period, the Purchaser shall notify the Seller of any defects in title in such commitment to which the Purchaser objects; provided, however, that the Purchaser shall have no obligation to object to defects relating to deeds of trust, mechanics’ liens, judgments or any encumbrances, charges and other defect which may be cured by the application of proceeds of the Purchase Price at Closing (“Lien Defects”); provided further, that in the case of defects which arise after the effective date of the Purchaser’s title commitment for the Property (“Post- Commitment Defects”) and to which the Purchaser objects, the Purchaser shall notify the Seller of such objections prior to the Closing (any defect in title to which the Purchaser objects under this Section 10.6 in referred to herein as “Title Objections”). It is the intention of the parties that Lien Defects shall automatically qualify as objections exceptions to title, in each case, except the Permitted Exceptions. Lender shall have a valid first lien upon and security interest in each of the Properties, including the Tangible Personal Property, pursuant to the Mortgages, the Security Agreement and the Purchaser shall apply all or any portion of the Purchase Price at Closing in the amount necessary to cure Lien Defects. For any Title Objections UCC Financing Statements. (other than Lien Defectsii) wherein the Purchaser has delivered notice Notwithstanding anything to the Seller contrary herein, provided no Event of the Purchaser’s objection theretoDefault has occurred and is continuing, the Seller shall have fifteen (15) days from the receipt of such notice or notices within which to notify the Purchaser as to whether the Seller elects to cure all or any of such Title Objections raised by the Purchaser. If the Seller does not so notify the Purchaser within such 15 day period, the Seller shall be deemed to have elected not to cure such Title Objections. All exceptions to title which are not Lien Defects and as to which the Purchaser has not objected pursuant to this Section 10.6 shall be deemed “Permitted Exceptions.” In the event the Seller has given such notice to the Purchaser electing to cure any Title Objections, the Seller shall be obligated to effect such cure on or before the Closing Date or such later date as shall be necessary to effect such cure, which date shall not be later than sixty (60) days after the date in (i) of Section 4 hereof. In the event the Seller elects not to cure all or any of the Title Objections, or elects to cure but fails to successfully cure any Title Objections prior to Closing, the Purchaser Debtor shall have the right, exercisable right at any time prior to the eleventh (11th) month anniversary of the Closing by giving notice Date to cause title to the SellerProperties to be contributed or otherwise transferred to a wholly owned subsidiary of Debtor (the “Debtor Subsidiary”); provided, to either: that, (i) terminate such Debtor Subsidiary shall execute a joinder to this Agreement and receive a refund of the entire Deposit, in which event, neither party shall have a claim against the other Loan Documents in form and substance reasonably acceptable to Lender pursuant to which Debtor Subsidiary shall agree to be jointly and severally liable for all of Debtor’s obligations under this Agreementthe Loan, except as otherwise expressly set forth in this Agreement; or (ii) waive the uncured Title Objections and close Debtor Subsidiary shall assume all of Debtor’s obligations under the terms Mortgages pursuant to one or more assignments in form and substance reasonably acceptable to Lender, (iii) Debtor shall deliver an equity pledge agreement in favor of this AgreementLender in substantially the form of the Equity Pledge Agreement pursuant to which Debtor shall pledge all of its right, title and interest in and to the Equity Interests in Debtor Subsidiary as additional collateral for the Loan, (iv) Debtor Subsidiary shall be a bankruptcy remote special purpose entity, (v) Debtor Subsidiary shall enter into leases with Debtor or applicable franchisees, and (vi) Debtor shall pay all reasonable, documented, out-of-pocket costs and expenses of Lender, including reasonable attorneys’ fees and costs in connection with such transfer. Upon the satisfaction of the foregoing conditions, the Equity Pledge Agreement shall terminate and be of no further force and effect and Lender shall promptly file a release of Pledgor specific to the Equity Pledge Agreement and deliver to Pledgor such documents evidencing such termination and release as Pledgor shall reasonably request.