Common use of Title Clause in Contracts

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,

Title. The Authority Buyer hereby agrees to accept title to the Property subject to (i) all standard exclusions and printed exceptions set forth in the Title Commitment, including all matters that it 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 in possession; and (vi) all title exceptions referenced in Schedule B of the Title Commitment (the foregoing title 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 current year and those matters, if any, which are waived by Buyer pursuant to this Paragraph, shall not cause also be deemed Permitted Title Exceptions. At or prior to be created any exceptions to title other than exceptions created Closing, Seller shall satisfy all requirements on behalf Schedule C which are the responsibility of or approved by Developer (“Authority’s Title Covenant”)Seller and Buyer shall satisfy all requirements on Schedule C which are the responsibility of Buyer. Promptly after Escrow opensAt Closing, Developer Seller, at its cost, shall cause the Title Company title insurer to issue and deliver to the Authority and Developer preliminary title reports or commitments for Buyer an owner’s policy of title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection PeriodPolicy”). If Developer fails to so object within , insuring Buyer’s fee simple estate in the twenty (20) day period, then all Property in the amount of the exceptions shown 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 be accurate or complete. B. Any fencing situated on the PTR Package will Property is not necessarily an indication of the Property boundary. C. Buyer shall be deemed to be Permitted Exceptionsresponsible for its own due diligence regarding the availability and/or accessibility of any utilities or the suitability for building on the Property. If Developer does so object within the twenty (20) day periodIn addition, the Authority 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 its cost may, the Buyer’s expense. D. The Property is selling subject to restrictive covenants and easements as shown in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on Commitment and the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Survey.

Title. The Authority agrees that it shall not cause 6.1 Subject to be created any exceptions to clause 12 title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property Products shall pass to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or Client in accordance with Developerthis clause 6. Morcan’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered rights under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object this clause 6 are without prejudice to any exceptions shown on the PTR Package that would materially other rights or remedies available to Morcan, and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding notwithstanding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing reservation of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Morcan shall have the right to (i) terminate this DDA as recover any unpaid Charges. 6.2 Notwithstanding delivery and the passing of risk in the Products, or any other provision of the Agreement, legal and beneficial title to the Lot or Lots affected by such exception, by notice Products shall not pass to the Authority delivered within ten Client until Morcan has received in cleared funds payment in full of the Charges for the Products and any other goods supplied by Morcan and the Client has paid all moneys owed to Morcan, regardless of how such indebtedness arose. 6.3 Until payment has been made to Morcan in accordance with the Agreement and title in the Products has passed to the Client, the Client shall be in possession of the Products as Bailee for Morcan and the Client shall: a. hold and maintain the Products for Morcan with due care and diligence and ensure that they are serviced and maintained by a reputable maintenance provider recognised by ▇▇▇▇▇▇; b. store the Products on a Client Site separately and in an appropriate environment; c. ensure that they are identifiable as being supplied by ▇▇▇▇▇▇; d. not remove, delete, modify or tamper with any serial numbers, model numbers or other means of identification; and e. insure the Products fully on ▇▇▇▇▇▇’s behalf against damage by fire, theft, water and third party risk and all other risks. 6.4 The Client shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain Morcan’s property, but if the Client does so all money owing by the Client to Morcan shall (10without prejudice to any other right or remedy of Morcan) days after Developer receives immediately become due. 6.5 Morcan reserves the Authority’s notice that it has elected not right to repossess any Products in which Morcan retains title without notice. The Client irrevocably authorises Morcan to enter any Client Site or other premises during normal business hours for the purpose of repossessing the Products in which Morcan retains title and inspecting the Products to ensure compliance with the storage and identification requirements of this clause 6. Morcan shall be entitled to remove and destroy any Client or other data or Confidential Information contained in or stored on the exception or expiration Products. 6.6 The Client’s right to possession of the thirty (30) day period, whichever occurs earlier, Products in which case Morcan maintains legal and beneficial title shall terminate immediately if any act, event, or circumstance occurs which would entitle Morcan to terminate the Authority can proceed to market Agreement (including under clause 8), or if the property to others without Client breaches any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,provisions of this clause 6. In the event of seizure or attempted seizure of any of the Products by third parties, the Client must make Morcan's ownership known and notify Morcan immediately in writing.

Title. The Authority agrees Seller warrants that it shall not cause they presently have title to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow openssaid Property, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed 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 Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property 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 the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such property defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Authority (Tenant and to the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any Broker who negotiated such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)leases. If Developer fails Seller is unable to so object within convey title in the twenty (20) day periodquality set forth above, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Purchaser shall have the right to option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be no further liability or obligation by either of the parties hereunder and this DDA as Agreement shall become null and void and of no force or effect. A title report shall be provided to the Lot Purchaser by the Closing Firm as identified in paragraph 8 of this agreement. Purchaser shall have five (5) days from the receipt of the title report in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. If Seller fails or Lots affected by such exceptionis unable to satisfy valid title objections at or prior to the closing or any unilateral extension thereof, by which would prevent the Seller from conveying insurable title to 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 Authority delivered within ten state where the Property is located will insure, subject only to standard exceptions and items (101) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,through

Title. The Authority agrees that it shall not cause 5.1 Title to any material, equipment or other item to be created provided or supplied by Supplier to WELL CLEANUP as part of the Supply shall pass to WELL CLEANUP on the date; 5.1.1 any exceptions such material, equipment or item is identified as a part of the 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 first occur. 5.2 Supplier recognises WELL CLEANUP and/or End-user’s ownership and title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Supply and Developer preliminary title reports or commitments for title insurance for the property to be so conveyedany and all WELL CLEANUP provided items, together with copies of all documents relating any document or item furnished by WELL CLEANUP to title exceptions shown in Supplier during the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all term of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company Agreement. 5.3 Supplier shall 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 withhold the Supply as to security for claims on WELL CLEANUP, even if the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice parties are in disagreement about payment. 5.4 Supplier guarantees that it has elected not to remove the exception or expiration any part of the thirty (30) day periodSupply to which WELL CLEANUP holds title shall not be subject to any lien, whichever occurs earlierany sub-supplier’s retention of title or any other encumbrance. No such lien shall be granted by supplier during the performance or production of the Supply. Should any claim by Supplier or sub-suppliers or his affiliated companies be made against any part of the Supply, 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 which case the Authority can proceed to market possession of Supplier or any sub-suppliers of Supplier, shall be marked and otherwise identified by Supplier as being the property to others without any cost reimbursement of WELL CLEANUP and/or End-user and shall be stored and maintained separately from other property. 5.6 Supplier shall, upon WELL CLEANUP request, have its bank or other obligation financial institution acknowledge to Developer except WELL CLEANUP that there are no liens or encumbrances, which would conflict with WELL CLEANUP title as provided in Section 6.3 of the Financing Plan,aforesaid.

Title. The Authority agrees that it shall not cause If Tenant exercises the Option in accordance with Section 26.2(i) and (ii) above, Landlord, as seller, will convey to be created any exceptions to Tenant (or its permitted assignee), as purchaser, by recordable special warranty deed, fee simple title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Property, subject only to the following: (a) all general taxes and Developer preliminary title reports special assessments not yet due and payable; (b) deed restrictions, easements and rights of way of record; (c) all private, public and utility easements; (d) rights of possession under any other leases that may affect the Property, as same may be amended from time to time; subject to Tenant's rights hereunder; (e) zoning, building and other regulations, restrictions, rules and ordinances; (f) acts or commitments omissions of any or all of Tenant or anyone acting by, through or under Tenant; and (g) covenants, conditions and restrictions of record. (The matters referred to in clauses (a) through (g) are referred to collectively as the "Permitted Exceptions.") Tenant shall obtain, at its sole expense, within fifteen (15) days after exercise of the Option, a commitment for an ALTA owner's title insurance for policy in the property amount of the Purchase Price covering title to be so conveyed, together with the Property issued by Chicago Title Insurance Company ("Title Insurer") (and copies of all recorded documents relating described therein) and an ALTA survey of the Property. Copies of all such items shall be promptly delivered to title exceptions shown Landlord. In the event Tenant disapproves of any matters, other than Permitted Exceptions, appearing on or evidenced by such commitment or survey, Tenant shall so advise Landlord, in the “Title Report” writing, within such fifteen (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority 15) day period (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan"Objection Notice"), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within whereupon Landlord shall have twenty (20) days after Developer receives Tenant's delivery of the complete PTR Package (Objection Notice to remedy or cause the “Title Objection Period”Insurer to insure over such defect(s). If Developer , and if Landlord fails to so object do so, Tenant, at its election, may either (A) elect to take title as it then is with the right to deduct from the Purchase Price liens or encumbrances (x) caused solely and directly by Landlord's actions and (y) of a definite or ascertainable amount which may be removed by the payment of money at the Closing; or (B) declare the Option Notice and Tenant's exercise of the Option null and void by written notice to Landlord received within the five (5) days after expiration of such twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, period in which case (1) Escrowee shall immediately return and pay over to Tenant the Authority can proceed ▇▇▇▇▇▇▇ Money; and (2) Tenant shall have no further Option to market the property to others without purchase all or any cost reimbursement or other obligation to Developer except as provided in Section 6.3 portion of the Financing Plan,Property.

Title. The Authority agrees that it shall not cause (a) As to be created any exceptions to title each Purchased Banking Asset other than exceptions created on behalf Owned Banking Premises and Banking Leases, BNY or one of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensits Subsidiaries is the lawful owner of such Purchased Banking Asset, Developer shall cause the Title Company to deliver to the Authority free and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies clear of all documents relating to title exceptions shown in Liens (other than Permitted Liens) and, assuming receipt of the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created consents set forth on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing PlanSchedule 8.21(a), Developer may object to any exceptions shown on the PTR Package that would materially BNY and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that its Subsidiaries will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to sell and convey to JPM all of such Purchased Banking Assets on the Closing Date. (ib) terminate this DDA As to Owned Banking Premises, BNY or 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 Permitted Liens shall prevent BNY or any of its Subsidiaries from using the premises covered thereby as presently used. BNY and its Subsidiaries have and will upon receipt of all required consents, assign to JPM, the Banking Leases, and has and will upon receipt of all consents set forth on Schedule 8.21(c), convey to JPM and its Subsidiaries on the Closing Date, a valid leasehold interest in the Leased Banking Premises or, to the Lot or Lots affected by such exceptionextent applicable, by notice licenses with respect thereto, subject only to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Permitted Liens.

Title. The Authority 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 Facility or are purchased by Contractor for Owner for the operation, maintenance or repair thereof shall be legally and beneficially owned by the Owner free from any encumbrance whatsoever. Title to all such materials and equipment shall 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 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 Contractor to maintain Owner's clear title and to protect Owner against claims by other parties with respect thereto, and the costs incurred by Contractor in so doing shall 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 cause establish, and shall not allow its employees, agents or Subcontractors to maintain, any contractor's or laborer's encumbrance on the Work or the Facility or any part thereof. 6.6.4 Contractor shall not file or permit any liens on the Work or the Facility without Owner's prior written consent; provided that 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 directions of Owner with respect to the action to be created taken by Contractor regarding any exceptions to title other than exceptions created on behalf of mechanic's or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance materialmen's liens arising from the NavyWork and Contractor shall if ordered by Owner, as soon as practical discharge any encumbrance filed by any Subcontractor against the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown Facility based on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed a claim for payment in connection with the Work, and the costs incurred by Contractor in so doing shall be a Public Trust Exchange). Developer must notify the Authority in writing Reimbursable Cost. 6.6.5 Contractor shall provide prompt notice to Owner of any such objection within twenty (20) days after Developer encumbrance of which it receives notice. 6.6.6 In the complete PTR Package (the “Title Objection Period”). If Developer event Contractor fails to so object discharge any such encumbrance within the twenty (20) day period, then all a reasonable period or otherwise provide Owner with adequate assurances or security with regard to any such encumbrance arising in respect of the exceptions shown on Work or the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodFacility, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Owner shall have the right to (i) terminate this DDA discharge the same and such costs shall be charged against the Target Price as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration part of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Contract Sum.

Title. The Authority agrees Seller warrants that it shall not cause they presently have title to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow openssaid Property, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed 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 Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property 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 the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such property defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Authority (Tenant and to the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any Broker who negotiated such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)leases. If Developer fails Seller is unable to so object within convey title in the twenty (20) day periodquality set forth above, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Purchaser shall have the right to option of either (i) taking such title as Seller can give, without abatement of the Purchase Price, or (ii) being repaid all moneys paid on account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be no further liability or obligation by either of the parties hereunder and this DDA as Agreement shall become null and void and of no force or effect. A title report shall be provided to the Lot Purchaser by the Closing Firm as identified in paragraph 8 of this agreement. Purchaser shall have five (5) days from the receipt of the title report in which to examine title and to furnish Seller with a written statement of objections affecting the insurability of said title. If Seller fails or Lots affected by such exceptionis unable to satisfy valid title objections at or prior to the closing or any unilateral extension thereof, by which would prevent the Seller from conveying insurable title to 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 Authority delivered within ten state where the Property is located will insure, subject only to standard exceptions and items (101) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,through

Title. The Authority agrees that it ‌ (a) Buyer shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer order: (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer i) preliminary title reports or commitments for covering the Land, as applicable (collectively, the “Title Commitment”) issued by a national title insurance for the property to be so conveyedcompany selected by Buyer, together with copies of all documents relating referred to title as exceptions shown in therein (the “Title Documents,” and together with the Title Commitment, collectively, the “Title Report” ”); and (ii) ALTA/ACSM Land Title Surveys of the Land, as applicable (collectively, the “Survey”) and promptly after receipt thereof, deliver copies thereof to Seller’s counsel. At the Closing and as a “PTR Package”). Other condition to Buyer’s obligations under this Agreement, the Title Company shall issue to Buyer, and Buyer shall accept, an ALTA extended coverage owner’s title policy, with coverage in an amount not less than exceptions existing at the time Purchase Price, with such endorsements as Buyer shall desire and as are commercially reasonable and customarily obtained in similar transactions insuring that the Navy conveyed such property entire fee simple title or leasehold title to the Authority Property, as applicable, is vested in the Buyer, subject only to the Permitted Exceptions (the “Existing Navy Exceptions”as defined below) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection PeriodInsurance Policy”). If Developer fails . (b) On the Closing Date, the applicable Property shall be subject only to so object within the twenty following title matters (20) day periodcollectively, then all of the exceptions shown on the PTR Package will be deemed to be “Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 All real estate taxes and water and sewer charges not due and payable as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty Closing Date, subject to adjustment as hereinafter provided. (30ii) Any statement of facts which would be shown on or by an accurate current survey of the applicable Property, provided same do not: (A) render title unmarketable; (B) prohibit or interfere with the maintenance of any building or structure now on the applicable Property or for Buyer’s intended use of the applicable Property; or (C) impose any financial or other obligations on Buyer unless the same shall become a Permitted Exception pursuant to Section 6.1(c). (iii) Any liens, encumbrances or other title exceptions approved or waived by ▇▇▇▇▇ in writing as provided in this Agreement. (c) Beginning on the day periodimmediately following the day when Buyer shall have received both the Title Report and the Survey (or any subsequent update thereof), whichever occurs earlierBuyer shall have five (5) Business Days (unless an additional matter shown on such subsequent update first arises within five (5) Business Days of the Closing Date, in which case event notice of same may be given on the Authority can proceed Closing Date and the Closing Date shall be extended day for day without the need for additional action by either party), to market provide Seller or Seller’s attorney with written objections (each, a “Title Objection,” and collectively, hereinafter, the property “Title Objections”) to others without any cost reimbursement or other obligation to Developer those matters (except as provided in Section 6.3 for the Permitted Exceptions) shown in: (i) Schedule B of the Financing Plan,Title Commitment; (ii) any search included in the Title Report; (iii) the Title Documents; or (iv) the Survey. Except for those items which Seller is obligated to cure pursuant to the terms of this Agreement, any such matter not the subject of a timely Title Objection shall be deemed a Permitted Exception. Notwithstanding anything to the contrary contained herein, Buyer shall have no need to object to any Mandatory Title Removal Item (as defined below), which Mandatory Title Removal Items shall be automatically deemed Title Objections pursuant to this Section 6.1.‌

Title. The Authority agrees that it Within sixty (60) days of the Effective Date, Buyer shall not cause 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 Company”) with respect to be created any exceptions to title other than exceptions created on behalf of or approved by Developer the Property (the “Authority’s Title CovenantCommitment”). Promptly after Escrow opensThe Title Commitment shall show in Seller marketable title in fee simple free and clear of all liens and encumbrances except: (i) those created by Buyer; (ii) those specifically set forth in this Contract; (iii) zoning ordinances; (iv) legal highways; and (v) covenants, Developer shall cause restrictions, conditions and easements of record which do not interfere with or restrict the Title Company use of the Property contemplated by Buyer. If title to deliver all or part of the Property is unmarketable, as determined by Ohio law with reference to the Authority and Developer preliminary title reports Ohio State Bar Association’s Standards of Title Examination, or commitments for title insurance for is subject to liens, encumbrances, easements, conditions, restrictions or encroachments other than those excepted by this Contract, Buyer shall have the property right to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection conditions within twenty (20) days after Developer receives of Buyer’s receipt of the complete PTR Package Title Commitment. If Buyer so objects, and 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 Objection PeriodPolicy”)) is a condition precedent to the parties’ obligation to proceed to Closing under this Agreement. If Developer fails The Title Policy shall be in a form reasonably acceptable to so object within Buyer and in the twenty (20) day period, then all amount of the exceptions 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 PTR Package will be deemed Survey and not objected to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, by B▇▇▇▇ and any other matters that B▇▇▇▇ has approved in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,writing.

Title. The Authority agrees that it shall not cause 1 To be used for pledge of undelivered Pledged Collateral by existing Grantor. ACKNOWLEDGED AND AGREED as of the date first above written: SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH as Collateral Agent By: Name: Title: This JOINDER AGREEMENT, dated as of _____ ___, 20__, is delivered pursuant to be created any exceptions Section 8.6 of the Guaranty and Security Agreement, dated as of October 18, 2011, by CINEDIGM DIGITAL FUNDING 2, LLC (the "Borrower") and the Affiliates of the Borrower from time to title other than exceptions created on behalf time party thereto as Grantors in favor of or approved by Developer Société Générale, New York Branch, as collateral agent for the Secured Parties referred to therein (“Authority’s Title Covenant”the "Guaranty and Security Agreement"). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown Capitalized terms used herein without definition are used as defined in the “Title Report” (collectively, a “PTR Package”)Guaranty and Security Agreement. Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 By executing and deed restrictions required as part of a real property conveyance from the Navydelivering this Joinder Agreement, the Mitigation Measures or under the Housing Plan)undersigned, Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 8.6 of the Financing Plan,Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the undersigned, hereby mortgages, pledges and hypothecates to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. The information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned. The undersigned hereby represents and warrants that each of the representations and warranties contained in Article 4 of the Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Except as set forth on Schedule 3.10(a), Seller is the sole and exclusive owner of all Assigned Patent Rights and Transferred Technology. (ii) Except as described on Schedule 3.10(a), there are no options, licenses, agreements or covenants granted or entered into by Seller of any kind with respect to the Lot Transferred Technology and Assigned Patent Rights or Lots affected the Technology or Patent Rights licensed to Seller under the Assigned Contract, other than the Seller Outlicense Agreements and industry standard confidentiality and nondisclosure agreements entered into in the ordinary course of business pursuant to which Transferred Technology was disclosed by such exceptionSeller to a Third Party. (iii) Other than the Technology licensed to Seller under the Assigned Contract and under the UPenn Agreement, the Licensed Technology licensed to Seller under Section 2.2 (License Grants Pursuant to Sale), the b50 cell line, and the materials (and rights thereto) of Third Parties listed in the Manufacturing Documents as part of, or used for, the Seller Manufacturing Process, Seller is the exclusive owner of all Technology used by notice Seller to practice the Seller Manufacturing Process (except with respect to the Authority delivered within ten practice of any Excluded Technology) as of the Closing Date; provided, however, that the foregoing representation shall not be interpreted as a representation that any Technology used by Seller to practice the Seller Manufacturing Process does not infringe any Third Party Patent Right, which subject is handled exclusively in Section 3.10(c) below. (10iv) days after Developer receives Any [*] listed on the Authority’s notice Manufacturing Custom Reagents and Suppliers List that it has elected is designated on such Manufacturing Custom Reagents and Suppliers List as having been developed by or being proprietary to Seller was developed solely by Seller prior to the Closing (though in some cases such [*] were developed using [*] materials), and such designated [*] have only been provided or disclosed to Third Parties only under reasonable and customary confidentiality or nondisclosure agreements. (v) Other than the Patent Rights licensed to Seller under the Assigned Contract, the Transferred Patent Rights, and the UPenn Patent Rights, Seller does not own or Control any rights (including licenses, option rights, or covenants not to remove ▇▇▇), title, or interests under any Patent Right that Covers the exception or expiration Seller Manufacturing Process (except with respect to the practice of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Excluded Technology).

Title. The Authority (a) Forestar Petroleum agrees that it shall not cause to be created any exceptions convey to Purchaser fee simple title other than exceptions created to the Timberlands by the Timberland Deeds, and Forestar (USA) agrees to convey to Purchaser title to the Timber Rights by the Timber Rights Deeds, free and clear of all liens, encumbrances, assessments, agreements, options and covenants, except for the encumbrances set forth on behalf of or approved by Developer Exhibit G attached hereto (the “Authority’s Title CovenantPermitted Encumbrances”). Promptly after Escrow opens. (b) Purchaser acknowledges that, Developer shall cause the Title Company to deliver prior to the Authority and Developer preliminary Effective Date, Purchaser has received from Metropolitan Title Agency, Inc. (the “Title Company”) commitments to insure Purchaser’s title reports or commitments for title insurance for to the property to be so conveyedReal Property upon the Closing, (each a “Title Commitment” and, collectively, the “Title Commitments”), which Title Commitments are more particularly identified on Schedule 7 attached hereto, together with copies of all documents relating to title exceptions shown those documents, instruments, surveys and plats in the “Title Report” (collectivelydata room referenced in Section 8 below. Purchaser shall have until November 30, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package 2016 (the “Title Objection Period”) to deliver to Sellers written notice of any objection to matters reflected in the Title Commitments that would render title to the Real Property or a portion thereof unmarketable or which would materially interfere with the use of the Real Property for commercial forestry purposes (each, a “Title Objection” and collectively, the “Title Objections”). If Developer fails Purchaser shall have the option to so object within the twenty (20) day period, then all deliver a Title Objection with respect to parcels of the exceptions shown Property that lack legal access; provided, however, that such Title Objection shall not concern parcels that lack legal access as disclosed by Sellers on Schedule 11 attached hereto. Purchaser shall also have the option to object to all Title Failures affecting the Property. For the purposes of this Agreement, the term “Title Failure” shall mean any portion of the Property described in this Agreement, the Commitments or represented on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause Sellers’ compartment maps that the Title Company will not insure because such portion of the Property is not or will not be owned by Purchaser free and clear of any monetary liens at the Closing (the “Title Failure Property”). Failure of Purchaser to show any exception to which Developer objected on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond deliver Title Objections within the thirty (30) day period, then Developer Title Objection Period shall have the be deemed a waiver by Purchaser of its right to (i) terminate this DDA as to the Lot or Lots affected by make such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Title Objections.

Title. The Authority agrees Real Property shall be, on the Closing Date, subject only to the following (collectively, the "Permitted Exceptions"): (a) those title exceptions, defects and other matters that it are shown on Exhibit G; (b) the terms, covenants and conditions of the Reciprocal Easement Agreements; (c) provided that there is no violation thereof, zoning, subdivision, environmental, municipal building and all other laws, rules, regulations, ordinances, codes, restrictions or legal requirements applicable to the ownership, use, occupancy or development of, or the right to maintain or operate (including the construction of improvements on), the Real Property and any other lawful action of any duly constituted public authority or other body having or exercising jurisdiction over the Real Property presently existing; (d) the state of facts shown on the Survey; (e) Liens for unpaid real property taxes and assessments, water rates and charges, sewer taxes and rents and other governmental charges which are not yet due and payable; (f) all Leases or such of them as shall be in effect on the Closing Date, and the rights of the Tenants thereunder; (g) mechanics' liens, lis pendens and notices of commencement of action against Contributor in respect of the Real Property (or which affect Contributor's [or, following the Drop-Down, the Acquired Partnership] interest in the Real Property) provided that the same do not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause exceed $25,000 in the aggregate and provided further that the Title Company to deliver shall provide affirmative insurance with respect thereto insuring the Acquired Partnership from loss with respect thereto in form and substance acceptable to the Authority Partnership in its sole discretion; and (h) all other Liens and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”)Partnership may accept under Section 6.2. Other than exceptions existing at the time the Navy conveyed such property No agreement to take title to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Real Property subject to Permitted Exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing waiver of any such objection within twenty (20) days after Developer receives representation or warranty of Contributor set forth in Section 7.2 or the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all rights of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, Partnership contained in its sole and absolute 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. If the Authority does so electSection 6.2, it will notify Developer within thirty (30) days after receipt being understood and agreed that the Partnership's agreements regarding Permitted Exceptions assume the truth and accuracy of Developer’s objection. If the Authority 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 Lot or Lots affected by all such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,representations and warranties.

Title. The Authority agrees that it shall not cause Borrower owns good and indefeasible title to be created any exceptions to title the Property (other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver ACL Live Business) and good and marketable title to the Authority related personal property, to the Collateral Accounts and Developer preliminary to any other Collateral, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. Approved Music Venue Manager owns good and indefeasible leasehold interest in the ACL Music Venue Property (and the related ACL Live Business) and good and marketable title reports or commitments for title insurance for to the related personal property and to be so conveyedthe ACL Music Venue Account, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with copies of all documents relating any Uniform Commercial Code financing statements required to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed filed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day periodtherewith, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to create (i) terminate this DDA 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 and purchasers from Borrower and the Approved Music Venue Manager and subject only to Permitted Encumbrances, and (ii) perfected Liens in and 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 equal priority with, the Liens created by the Loan Documents except for any claims which may arise in relation to the Lot completion of any Tenant Improvements associated with the Showcase Venue Space and capital improvements which are being undertaken by Borrower or Lots affected by such exception, by notice to the Authority delivered within ten any Tenant (10or any permitted subtenant) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration as of the thirty (30) day periodClosing Date, whichever occurs earlierprovided, 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 which case its possession any goods that constitute or evidence the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Collateral.

Title. The Authority agrees that it shall not cause to be created any exceptions to Borrower has good, marketable and insurable (i) leasehold title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Land and Developer preliminary the Improvements relating to the Ground Leased Properties and (ii) fee simple title reports or commitments for to the Land and the Improvements relating to the Fee Properties, in each case free and clear of all Liens whatsoever except the 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 insurance for to the property to be so conveyedremainder of the Property (excluding the Excluded Personal Property), free and clear of all Liens whatsoever except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with copies of all documents relating any Uniform Commercial Code financing statements required to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed filed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day periodtherewith, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to create (i) terminate this DDA 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 Excluded Personal Property (including the Subleases) 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. There are no claims for payment for work, labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents other than the Permitted Encumbrances. Borrower represents and warrants that none of the Permitted Encumbrances would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect as of the Closing Date and thereafter. Borrower shall preserve its right, title and interest in and to the Lot or Lots affected by such exception, by notice to Property for so long as the Authority delivered within ten (10) days after Developer receives Notes remains outstanding and will warrant and defend same and the Authority’s notice that it has elected not to remove the exception or expiration validity and priority of the thirty (30) day period, whichever occurs earlier, in which case Lien hereof from and against any and all claims whatsoever other than the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Permitted Encumbrances.

Title. The Authority agrees that it As reasonably promptly possible after the execution hereof, the Buyer shall not cause order a title insurance commitment ("Commitment") for the Premises from a title company licensed to do business in the State of New Jersey at regular rates ("Title Company") and a survey ("Survey") of the Property showing the title matters set forth in the Commitment. Seller shall convey fee simple title to Buyer, at the time of closing, which shall be insurable and marketable. For purposes of this Agreement, "marketable title" shall be deemed to be created such a title as a Title Company shall insure at standard rates and subject only to those "permitted encumbrances" set forth in Paragraph 5 above (such matters, collectively, "Permitted Encumbrances"). Prior to the expiration of the Inspection Period, Buyer shall furnish a copy of the Commitment and Survey to the Seller and give notice (the "Notice") to Seller of any exceptions to title other than exceptions created on behalf ("Objections") which are not Permitted Encumbrances. Failure to give notice to Seller of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver any Objections which are not Permitted Encumbrances prior to the Authority and Developer preliminary title reports or commitments for title insurance for expiration of the property to be so conveyedInspection Period, together with copies as such term is defined in Paragraph 7(a) of all documents relating to title exceptions shown in the “Title Report” (collectivelythis Agreement, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed a waiver by Buyer of any right to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to the condition of title to the Premises. Provided that Buyer provides Notice to Seller of any exceptions shown on objections, which are not Permitted Encumbrances within the PTR Package time period set forth above, then and in that would materially event, Seller shall use commercially reasonable and adversely affect Developer’s ability diligent efforts to finance and use the real property as permitted under this DDA (excluding cause any Public Trust exception that will such Objections to be removed in connection with a Public Trust Exchange)as title exceptions. Developer must notify In the Authority in writing of any such objection within twenty (20) days event that Seller cannot deliver title without reference to the Objections after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails using commercially reasonable efforts to so object within the twenty (20) day perioddo so, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have Buyer reserves the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlierAgreement, in which case event the Authority can proceed sole remaining obligations hereunder shall be upon Escrow Agent to market return the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Escrow Deposit and

Title. MRG's review and approval of title to the Property. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company and/or Seller, at MRG's sole cost and expense, shall make available to deliver to MRG at Seller's Offices the Authority and Developer following: (i) a current extended coverage preliminary title reports or commitments for title insurance for report on the property to be so conveyedReal Property issued by Title Company, together with accompanied by legible copies of all documents relating referred to title exceptions shown in the “Title Report” report; (collectivelyii) copies of all existing and proposed easements, covenants, restrictions, agreements or other documents that affect the Properties and which are not disclosed by the preliminary title report, or, if no such documents exist, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property certification of Seller to that effect; (iii) to the Authority extent reasonably available to Seller an "as-built" survey of the Real Property and Improvements by a licensed surveyor or civil engineer. Said survey shall be acceptable to, and certified to, MRG and in sufficient detail to provide the basis for an ALTA Owner's Policy of Title Insurance without boundary, encroachment or survey exceptions, and shall show the location of all easements and Improvements (including underground improvements) and any and all other pertinent information with respect to the “Existing Navy Exceptions”Properties. The survey shall also indicate any encroachments of Improvements onto easements or onto adjacent properties or certify to their absence and shall indicate the presence of improvements and easements on property adjoining the Real Property if located within five (5) or created on behalf feet of Developer or the boundaries of the Real Property. Failure of Seller to deliver such an "As Built" survey shall permit MRG to engage a surveyor and conduct an "As Built" survey at MRG's sole cost and expense; (iv) copies of the two (2) most recent property tax bills for the Properties; and (v) a chain of title report for the Real Property. MRG shall advise the Seller within five (5) business days from the date of this Agreement, what exceptions to title, if any, will be accepted by MRG; provided, however, that Seller hereby agrees to remove all monetary liens, encumbrances and judgments of any nature whatsoever encumbering title to the Properties with Developer’s approval (which exceptions the exception of the notes secured by first deeds of trust to the lenders respecting the Assumed Obligations as disclosed in Section 2.02. As to all other matters, MRG shall be deemed to include a Reversionary Quitclaim Deed approve all such title exceptions unless written disapproval thereof is delivered under Section 16.5 to Seller and deed restrictions required as part of a real property conveyance Title Company within five (5) business days from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under date of this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)Agreement. If Developer fails to so object within the twenty MRG should object, Seller shall have five (205) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) business days after receipt of Developer’s objection. If MRG's objections to give MRG notice: (i) that Seller will remove any objectionable exceptions from title and provide MRG with evidence satisfactory to MRG of such removal, or provide MRG with evidence satisfactory to MRG that said exceptions will be removed on or before the Authority Closing; or (ii) that Seller elects not to remove the exception or fails cause such exceptions to respond within the thirty be removed. If Seller gives MRG notice under clause (30) day periodii), then Developer MRG shall have two (2) additional business days to notify Seller that MRG intends to proceed with the right purchase and take the Property subject to (i) such exceptions, or to terminate this DDA as Agreement. If MRG shall fail to the Lot or Lots affected by such exceptiongive Seller notice of its election within two (2) business days, by notice MRG shall be deemed to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has have elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,have accepted said exceptions.

Title. The Authority agrees (a) Purchaser acknowledges that it Seller has requested a survey of the Real Property by the firm of D▇▇▇▇▇▇▇ ▇▇▇▇▇ or another licensed surveyor reasonably acceptable to Seller and Purchaser (the “New Survey”). Seller shall not provide, or cause to be created any exceptions provided, copies of the New Survey to title other than exceptions created on behalf of or approved by Developer Purchaser within two (2) business days after receipt thereof. Seller acknowledges that Purchaser has obtained from Chicago Title Insurance Company (the “Authority’s Title CovenantCompany”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments ) a commitment for title insurance for dated August 31, 2010, amended as of October 13, 2010 covering the property Real Property in the amount of the Purchase Price (herein the “Commitment”) a copy of which Commitment has been provided to be so conveyed, together with copies Seller. (b) Purchaser shall notify Seller in writing no later than the expiration of all documents relating to title exceptions shown in the Feasibility Period (herein the “Title Report” (collectively, a “PTR Packageand Survey Review Period”). Other than , of any title exceptions existing at identified in the time the Navy conveyed such property to the Authority Commitment or survey matters identified in that certain survey prepared by H▇▇▇▇▇ Engineering dated February 17, 2006 (the “Existing Navy ExceptionsSurvey”) (or created survey matters appearing on behalf the New Survey, if the New Survey is provided to Purchaser four (4) days prior to the expiration of Developer the Feasibility Period), which Purchaser disapproves and which adversely affects the marketability and/or financeability of the Property (the “Title and Survey Objection Notice”). Any title exception identified in the Commitment or with Developermatter disclosed on the Existing Survey (or the New Survey if the New Survey is provided to Purchaser four (4) days prior to the expiration of the Feasibility Period) not disapproved in writing in Purchaser’s approval (which exceptions Title and Survey Objection Notice within said time period shall be deemed approved by Purchaser and shall constitute a “Permitted Exception” hereunder. (c) Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments, (ii) all matters created by, through or under Purchaser, including, without limitation, any documents or instruments to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required be recorded as part of the Mortgage Loan assumption for the acquisition of the Property by Purchaser, and (iii) local, state and federal laws, ordinances or governmental regulations, including, but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property, shall constitute “Permitted Exceptions”. Without Seller’s prior written consent, which shall not be unreasonably withheld or delayed, Purchaser, prior to the date of Closing, shall not make any application to any governmental agency for any permit, approval, license or other entitlement for the Property or the use or development thereof. (d) If Purchaser, subsequent to the expiration of the Feasibility Period, but prior to Closing, discovers (i) any new title exceptions which are not otherwise set forth in the Commitment and/or Existing Survey which in Purchaser’s reasonable discretion have a real property conveyance from material adverse effect on the Navyeconomic operations of the Property and/or the marketability and/or financeability of the Property (other than matters created by Purchaser, the Mitigation Measures its agents or under the Housing Planconsultants) (herein a “New Title Exception”), Developer may object or (ii) if the New Survey is not provided to Purchaser prior to four (4) business days prior to the expiration of the Feasibility Period, any new survey matters which appear on the New Survey but did not appear on the Existing Survey or in the Commitment, which in Purchaser’s reasonable discretion have a material adverse effect on the economic operations of the Property and/or the marketability and/or financeability of the Property (other than matters created by Purchaser, its agents or consultants) (herein a “New Survey Exception”), Purchaser shall, within five (5) business days of Purchaser’s discovery of such New Title Exception, and with respect to any exceptions shown on New Survey Exception, within four (4) business days of Purchaser’s receipt of the PTR Package that would materially New Survey, but in no event with respect to any New Title Exception, or New Survey Exception, later than five (5) business days prior to the scheduled Closing Date (except in regard to said matters discovered during the seven (7) business days prior to the scheduled Closing Date shall not be required to provide notice five (5) business days prior to the scheduled Closing Date, but shall be required provide prior notice), deliver to Seller a subsequent notice setting forth any such matters to which Purchaser objects. (e) Within ten (10) days after delivery to Seller of any such notice of objections (including, but not limited to any raised in a Title and adversely affect Developer’s ability Survey Objection Notice or notice of objection to finance and use the real property as permitted under a New Tile Exception or a New Survey Exception pursuant to paragraphs (a), (b) or (d) of this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust ExchangeSection 6.1). Developer must ), Seller shall notify the Authority Purchaser in writing of any disapproved title exceptions or survey matters which Seller is unable or unwilling to cause to be removed, corrected or insured against prior to or at Closing and, with respect to such objection objections, Purchaser then shall elect, by giving written notice to Seller within twenty three (203) business days thereafter, (x) to terminate this Agreement whether prior to or after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all expiration of the exceptions shown on the PTR Package will Feasibility Period as herein permitted, or (y) to waive its disapproval of such objections, in which case such objections shall then be deemed to be Permitted Exceptions. If Developer does so object within Purchaser’s failure to give such notice shall be deemed an election to waive the twenty disapproval of any such objection. In the event Purchaser elects to terminate this Agreement in accordance with clause (20x) day periodabove, the Authority at its cost mayDeposit (including the interest thereon) shall be immediately refunded to Purchaser. Notwithstanding anything to the contrary, in its sole and absolute discretion, elect no event shall Seller be obligated to remove or otherwise cure any title exceptions or survey matters, except only that Seller shall be obligated to remove (or cause the Title Company not to show any exception to which Developer objected on the owneraffirmatively insure against) at Seller’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to sole cost and expense (i) terminate this DDA as any mortgages and/or deeds of trust (other than the Mortgage Loan which is the subject to assumption by Purchaser), and (ii) any other voluntary monetary liens (other than insured or bonded liens or claims) created by Seller, whether or not shown on the Lot Commitment, without the requirement that Purchaser notify Seller of such matters or Lots affected by such exceptionthat the same are objections to title (collectively, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,“Seller Title Cure Obligations”).

Title. The Authority agrees that it On the Closing Date, (i) title to each ▇▇▇▇▇▇ Partnership Property owned by a Participating ▇▇▇▇▇▇ Partnership shall not cause to be created any exceptions to title free and clear of all Encumbrances and Property Restrictions other than exceptions created on behalf Permitted Restrictions and Encumbrances and other than any matters disclosed after the Expiration Time (other than the Survey Materials) which (A) would not reasonably preclude the continued use of such ▇▇▇▇▇▇ Partnership Property as it is being used as of the date of this Agreement or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”B) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would not reasonably materially and adversely affect Developer’s ability the value of such ▇▇▇▇▇▇ Partnership Property as it is being used as of the date of this Agreement and (ii) Lawyer's Title Insurance Corporation (or such other nationally recognized title insurance company reasonably acceptable to finance Sellers and use the real property Company) shall be unconditionally obligated and prepared, subject to the payment of the applicable title insurance premium and related charges at the Company's sole cost and expense, to issue to or for the benefit of the Company and one or more of its subsidiaries, an extended coverage ATLA owner's policy of title insurance effective as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify of the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Closing Date (the “"Title Objection Period”). If Developer fails to so object within Policies") (or the twenty (20equivalent in the applicable jurisdiction) day periodfor each ▇▇▇▇▇▇ Partnership Property owned by a Participating ▇▇▇▇▇▇ Partnership in an amount requested by the Company, then all which amount shall be commercially reasonable, or, at the option of the exceptions shown on Company, a "date-down" to an existing policy of owner's title insurance. Such Title Policies shall be issued in accordance with the PTR Package will be deemed Title Commitments; provided, however, that, notwithstanding anything to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodcontrary set forth 112 in this Agreement or in the Title Commitments, the Authority at its cost may, in its sole and absolute discretion, elect title exceptions listed on Schedule A to remove or otherwise cause the Task List need not be omitted from the Title Company not to show any exception to which Developer objected Policies and the title company requirements listed on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Schedule A to the Lot Task List need not be satisfied in determining whether or Lots affected by such exception, by notice to the Authority delivered within ten (10not this Section 8.2(e) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,been satisfied.

Title. The Authority agrees that it Purchaser’s obligation to purchase the Property shall not cause to be created any exceptions to title other than exceptions created conditioned on behalf Purchaser’s receipt of or approved by Developer a binding commitment from First American Title Insurance Company, Orlando National Commercial Services (“Authority’s Title CovenantCompany”). Promptly after Escrow opens, Developer shall cause ) to issue the Title Company to deliver Policy (as defined below) subject only to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodIn addition, the Authority at its cost may, in its sole and absolute discretion, Purchaser may elect to remove or otherwise cause obtain a survey of the Title Company not to show any exception to which Developer objected on Real Property at Purchaser’s expense. For the owner’s title insurance policy to be issued to Developer at close purposes of Escrow. If the Authority does so electthis Agreement, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer “Permitted Exceptions” shall have the right to include (i) terminate this DDA as the standard pre-printed exceptions set forth on Schedule B of the policy (except to the Lot extent that Purchaser elects to obtain, at Purchaser’s expense, extended title insurance coverage deleting such exceptions; provided, however, that Purchaser shall not be entitled to obtain extended title insurance coverage unless Purchaser obtains a new or Lots affected updated survey of the Real Property during the Due Diligence Period), (ii) if Purchaser does not timely obtain a survey of the Real Property, any matters that would appear on a survey or would be revealed by such exceptiona survey of the Real Property, by notice (iii) any matter that is disclosed to Purchaser before the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty Due Diligence Period and not timely objected to by Purchaser (30or if objected to by Purchaser, either cured by Seller or waived by Purchaser as set forth below), (iv) day periodany Deemed Approved Matter (as defined below), whichever occurs earlier(iv) applicable zoning ordinances and regulations, in which case (v) taxes for 2013 (subject to proration at closing as hereafter provided), (vi) the Authority can proceed Resident Agreements, and (vii) exceptions attributable to market the property to others without any acts or omissions of Purchaser or its agents, employees or contractors. Encumbrances may be discharged by Seller through Escrow out of purchase money at Closing. The cost reimbursement or other obligation to Developer except of the Title Policy shall be borne by the parties as provided set forth in Section 6.3 of the Financing Plan,15 below.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to Mortgagor shall: (i) terminate this DDA as (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 7.01 of the Credit Agreement, (B) forever warrant and defend to the Lot Mortgagee the Lien and security interests created and evidenced hereby and the validity and first priority position hereof, subject only to Permitted Encumbrances and Liens permitted pursuant to Section 7.01 of the Credit Agreement, in any action or Lots affected by such exceptionproceeding against the claims of any and all persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the rights 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, by notice and, to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration extent any of the thirty (30) day periodMortgaged Property shall consist of Fixtures, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation personal property, a first priority security in such fixtures and personal property which first priority Lien and security interest shall be subject only to Developer except as provided in Permitted Encumbrances and Liens permitted pursuant to Section 6.3 7.01 of the Financing Plan,Credit Agreement ; and (iii) promptly following a Responsible Officer’s 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 of any condition that would reasonably be expected to give rise to any such proceedings, notify the Mortgagee thereof. In any such proceedings, the Mortgagee may be represented by counsel satisfactory to the Mortgagee at the reasonable expense of the Mortgagor. 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 connection therewith, such proceeds are hereby assigned to and shall be paid to the Mortgagee to be applied as Net Cash Proceeds to the payment of the Obligations or otherwise in accordance with the provisions of Section 2.05(b) of the Credit Agreement.

Title. The Authority agrees that it 6.1 Seller shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments promptly secure a commitment for title insurance for the property Property in an amount equal to be so conveyedthe Purchase Price ("Title Commitment,") issued by a title insurance company which is licensed to do business in the jurisdiction in which the Property is located ("Title Insurer") for an owner's title insurance policy on the most recent standard American Land Title Association ("ALTA") Policy form, together with legible copies of all documents instruments identified as exceptions therein. Seller agrees that it shall be solely responsible for payment of all costs relating to procurement of the Title Commitment and any Owner's or Lender's title policies provided that such costs do not exceed $11,000.00. Purchaser shall be solely responsible for all costs relating to title which exceed $11,000.00. 6.2 Purchaser agrees to accept title to the Land and Improvements, so long as the same is good and marketable and insurable at ordinary rates and any conveyance by limited warranty or equivalent deed pursuant to this Purchase Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions" and Purchaser agrees to accept the deed and title subject thereto: 6.2.1 All exceptions shown in the “Title Report” Commitment (collectivelyother than mechanics' liens and taxes due and payable in respect of the period preceding Closing), a “PTR Package”). Other than exceptions as must be approved by Purchaser during the Feasibility Period; 6.2.2 All Commercial Leases and any other occupancy, residency, lease, tenancy and similar agreements entered into in the ordinary course of business, as must be approved by Purchaser during the Feasibility Period; and 6.2.3 All Property Contracts and any other existing at contracts created in the time ordinary course of business by Seller, which are not identified by Purchaser for termination during the Navy conveyed such Feasibility Period; and 6.2.4 Real estate and property taxes to the Authority extent not due and payable, as must be approved by Purchaser during the Feasibility Period. 6.3 The existence of other mortgages, liens, or encumbrances shall not be objections to title, provided that properly executed instruments in recordable form necessary to satisfy and remove the same of record are delivered to the Purchaser at Closing or, in the alternative, with respect to any mortgage or deed of trust liens, that payoff letters from the holder of the mortgage or deed of trust liens shall have been delivered to and accepted by the Title Insurer (sufficient to remove the “Existing Navy Exceptions”) same from the policy issued at Closing), together in either case, with recording and/or filing fees. 6.4 Unpaid liens for taxes, charges, and assessments shall not be objections to title, but the amount thereof plus interest and penalties thereon shall be deducted from the Purchase Price to be paid for the applicable Property hereunder and allowed to Purchaser or created paid at Closing, subject to the provisions for apportionment of taxes and charges contained in ARTICLE 7 herein. 6.5 Unpaid franchise or business corporation taxes of any corporations in the chain of title shall not be an objection to title, provided that the Title Insurer agrees to insure against collection out of the Property or otherwise against Purchaser or its affiliates, and provided further that the Title Insurer agrees to omit such taxes as exceptions to coverage with respect to any lender's mortgagee insurance policy. 6.6 If on behalf the Closing Date, the state of Developer title is other than in accordance with the requirements set forth in this Purchase Contract or if any condition to be fulfilled by Seller shall not be satisfied, Purchaser shall provide Seller with Developer’s approval (which exceptions written Notice thereof at such time, or such title objection or unfulfilled condition shall be deemed waived by Purchaser in which case Purchaser and Seller shall proceed to include a Reversionary Quitclaim Deed consummate the Closing on the Closing Date. If Purchaser timely gives Seller such Notice, Seller at its sole option and within Seven (7) calendar days following receipt of such Notice may elect to cure such objection or unfulfilled condition for up to Twenty (20) calendar days; provided, however, that if the cost to cure such objection or unfulfilled condition will, in Seller's reasonable determination, be $10,000 or less, Seller shall be required to use reasonable efforts to make such cure or fulfill such condition. Should Seller be able to cure such title objection or condition, or should Seller be able to cause title insurance over the same by the Closing Date or any postponed Closing Date, or should Purchaser waive such objection or condition within such period for cure, then the Closing shall take place on or before thirty (30) calendar days after Notice of such cure or waiver. 6.7 If during the period of cure Seller is unable or unwilling (unless required to attempt such cure as set forth above), in its reasonable discretion or opinion, to eliminate such title objection or cause Title Insurer to insure over such matter or satisfy such unfulfilled condition, Seller shall give Purchaser written Notice thereof, and if Purchaser does not waive such objection by written Notice delivered under Section 16.5 to Seller and deed restrictions required as part Title Insurer on or before Seven (7) calendar days following the date Seller gives such Notice, then this Purchase Contract shall automatically terminate, in which event Purchaser shall release and quitclaim all of a real property conveyance from the NavyPurchaser's right and interest in such Property to Seller, the Mitigation Measures Deposit shall be returned to Purchaser, and the parties hereto shall have no further obligations to each other. 6.8 Seller covenants that it will not voluntarily create or under cause any lien or encumbrance (other than Commercial Leases and Property Contracts in the Housing Plan)ordinary course of business) to attach to the Property between the date of this Purchase Contract and the Closing Date; any such monetary lien or encumbrance so attaching by voluntary act of Seller shall be discharged by the Seller at or prior to Closing on the Closing Date or any postponed Closing Date. Except as expressly provided above, Developer Seller shall not be required to undertake efforts to remove any other lien, encumbrance, security interest, exception, objection or other matter, to make any expenditure of money or institute litigation or any other judicial or administrative proceeding and Seller may elect not to discharge the same; provided, however, Purchaser may object to any exceptions shown on mortgage, deed of trust or judgment lien which is made or attaches prior to the PTR Package Closing. 6.9 Anything to the contrary notwithstanding, Purchaser shall not have any right to terminate this Purchase Contract or object to any lien, encumbrance, exception or other matter that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception is a Permitted Exception, that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be has been waived or deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected been waived by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Purchaser.

Title. 6.1 Title to the Premises as revealed by official copies of title number *** has been deduced to the Tenant’s Solicitors prior to the date of this Agreement. 6.2 The Authority agrees Premises are let subject to and (as the case may be) with the benefit of: (a) the exceptions, reservations, covenants, restrictions, stipulations and other matters (except financial charges) contained or referred to in the registers of title number *** dated and timed as set out in clause 6.1 and/or set out in the Leases; (b) all local land charges (whether registered or not prior to the date of this Agreement) and all matters capable of being registered as such but not so registered whether coming into existence before or after the date hereof; (c) all notices served and orders, demands, proposals or requirements made by any local or other public or competent authority whether before or after the date of this Agreement; (d) all rights of way, drainage, watercourses, light or other easements or quasi or reputed easements and rights of adjoining owners affecting the Premises; and (e) Overriding Interests as defined in clause 1, but otherwise with vacant possession. 6.3 The Developer confirms that it has prior to the date of this Agreement disclosed to the Tenant in writing all such matters referred to in clause 6.2 of which it is aware save to the extent such matters are or would be disclosed or revealed by the documentation supplied by the Developer’s Solicitors to the Tenant’s Solicitors prior to the date of this Agreement or by the usual searches of the relevant authorities which a prudent tenant would have undertaken or by inspection and survey. 6.4 The Tenant is deemed to have full knowledge of all matters referred to in clauses 6.1 and 6.2 and shall not cause be entitled to be created raise any exceptions to title other than exceptions created on behalf of objection or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown requisition in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing respect of any such matter provided that the Tenant shall be entitled to raise any objection within twenty (20) days after or requisition relating to previously undisclosed matters revealed by the usual pre-completion searches at the Land Registry against the registered title. 6.5 The Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 consents to the Lot or Lots affected by such exception, by notice to Tenant registering an Agreed Notice at the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration Land Registry in respect of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,this Agreement.

Title. The Authority agrees that it shall not cause RMSI and each of the RMSI Subsidiaries has good, clear, ----- record and marketable title to be created all of the real property owned by RMSI or any exceptions of the RMSI Subsidiaries (referred to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”in this Section as the "Owned Real Property"). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority free and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies clear of all documents relating to easements, covenants, restrictions, leases, mortgages, liens, assessments, claims, rights, judgments, encroachments or other matters affecting title exceptions shown in the “Title Report” (collectively, a “PTR Package”"Encumbrances"), other than: (i) easements, covenants, restrictions and similar encumbrances that do not materially interfere with the use of the Owned Real Property as currently used and improved, (ii) minor encroachments that do not materially adversely affect the value or use of the Owned Real Property as currently used and improved and that could be removed without material cost, and (iii) liens for Taxes (as defined in Section 3.10) not yet due or delinquent or being contested in good faith by appropriate means and statutory liens arising in the ordinary course of business by operation of law that are not yet due or delinquent. Other than exceptions existing at ((i), (ii) and (iii) are collectively referred to as "Permitted Encumbrances"), except as set forth in Section 3.4 of the time RMSI Disclosure Letter. To the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf knowledge of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the NavyRMSI, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use lessors of all of the real property as permitted under this DDA (excluding leased by RMSI or any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on RMSI Subsidiaries (referred to in this Section as the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within "Leased Real Property", and together with the twenty (20) day periodOwned Real Property, the Authority at its cost may"Real Property") have good, clear, record and marketable title to the Leased Real Property, and RMSI and the RMSI Subsidiaries have good, clear, record and marketable title to enforceable leasehold interests in the Leased Real Property, in its sole each case free and absolute discretionclear of all Encumbrances other than Permitted Encumbrances, elect subject only 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of reversion of the thirty (30) day periodlessor, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided set forth in Section 6.3 3.4 of the Financing Plan,RMSI Disclosure Letter.

Title. The Authority agrees that it shall not cause a. Prior to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navyclosing, the Mitigation Measures or under City shall have the Housing Plan), Developer may object right to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with obtain a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Title Commitment for Real Property (the “Title Objection PeriodCommitment”)) at the City’s sole cost and expense. If Developer fails In the event the Title Commitment shows that Retail Properties C, LLC is not vested with a good, marketable, and insurable fee simple title Real Property sufficient to so object within convey a Special Warranty Deed consistent with the twenty (20) day periodone conveyed to Retail Properties C, then all of LLC at Book 1698, Pages 515-517, or that the exceptions shown on the PTR Package Real Property is subject to liens, encumbrances, taxes, or assessments other than those identified in said Special Warranty Deed which will not be deemed discharged prior to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodclosing, the Authority at its cost mayCity shall have the right, in its sole and absolute discretion, elect to remove or otherwise cause declare this Agreement null and void. b. Within ten (10) days following the receipt of the Title Company Commitment from the City, Retail Properties C, LLC shall deliver to the City the following: i. True, complete, and legible copies of all documents referred to in the Title Commitment to the extent that any such document has not been filed for record in the office of the Laramie County Clerk and ex-officio register of deeds; ii. True, complete, and legible copies of all documents that are known to show Retail Properties C, LLC that are not referred to in the Title Commitment and that may affect the marketability of title to Real Property; iii. True and complete copies or originals of any exception to lease or occupancy agreements for any portion of Real Property; iv. All mortgages, notes, and loan documents for any mortgage which Developer objected encumbers Real Property on the owner’s title insurance policy date hereof, which mortgages, notes, and loan documents shall be discharged by Retail Properties C, LLC prior to be issued closing; and v. Copies of any and all materials relating to Developer at close pending or present litigation involving Real Property. c. The City shall have twenty (20) business days from the date of Escrowreceipt of the Title Commitment referred to in Section 4 in which to examine the same. If the Authority does so electCity finds title to the Real Property to be other than as described in Section 4(a) hereof, it will the City shall, no later than the expiration of said period of twenty (20) business days, notify Developer Retail Properties C, LLC in writing specifying the defect or defects; provided, that if the City fails to give Retail Properties C, LLC written notice of such defects before the expiration of said period of twenty (20) business days, the defects shown in the Title Commitment or in documents provided by Retail Properties C, LLC shall be deemed to be Permitted Exceptions and waived as title objections. The City may raise as additional objections, however, any defect first shown by any title update between the date of the Title Commitment and the closing date by giving Retail Properties C, LLC written notice of any such defect within thirty five (305) business days after receipt the City first has notice of Developer’s objectionsame. If the Authority elects not City has given Retail Properties C, LLC timely written notice of defects that render the title other than as required by this Agreement (“Defects”), and only in the event that the Defects were the result of Retail Properties C, LLC’s action or caused by Retail Properties C, LLC’s failure to remove the exception or fails act, Retail Properties C, LLC shall use their best efforts to respond within the thirty (30) day period, then Developer shall have the right cause such Defects to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered be cured within ten (10) days after Developer receives following receipt of such notice. In the Authorityevent Retail Properties C, LLC fails to eliminate such Defects, either party may terminate this Agreement. In the event Retail Properties C, LLC creates any liens or encumbrances on Real Property which are capable of being satisfied by the payment of money at the closing, Retail Properties C, LLC shall be obligated to use the Purchase Price, if any, to cure the Defects. d. The date for elimination of the Defects may be extended until closing. In the event Retail Properties C, LLC does not eliminate any Defect prior to or at closing, as the same may be extended under the preceding provision, the City shall have the option of either: (i) closing and accepting the title “as is,” without reduction in the Purchase Price and without claim against Retail Properties C, LLC therefore, or (ii) cancelling this Agreement. In the event of a Defect that was not caused by Retail Properties C, LLC’s notice that it has elected not action or caused by Retail Properties C, LLC’s failure to act, Retail Properties C, LLC’s only responsibility shall be to assign to the City Retail Properties C, LLC’s Title Insurance Policy or Retail Properties C, LLC’s rights under Retail Properties C, LLC’s Title Insurance Policy, whichever is applicable, and cooperate with the City in obtaining the assistance of Retail Properties C, LLC’s title insurer to remove the exception Defect. e. Retail Properties C, LLC shall not create any new exceptions to title and shall use his best efforts to prevent any other person or expiration of entity from creating new exceptions to title to the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed Real Property prior to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,closing.

Title. 11.1 The Authority Purchaser shall have the Inspection Period to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are listed in Schedule "F". 11.2 On the Date of Closing, the Purchaser shall accept title to the Property in an "as is, where is" condition subject to the following: (1) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that it otherwise run with the Lands; (2) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey; (3) the Land Use Regulations; (4) the Tenancy Agreements, if any; (5) all other Permitted Encumbrances. 11.3 If, within the specified time allowed for examining title to the Lands, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy or satisfy or obtain insurance (Title Insurance) and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall be returned to the Purchaser without interest or deduction and the Vendor shall not cause to be created liable for any exceptions to title other than exceptions created on behalf costs or damages suffered by the Purchaser arising out of such termination or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver otherwise out of this Agreement. 11.4 The Vendor hereby consents to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property relevant Municipality releasing to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to Purchaser any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed information in its records in connection with a Public Trust Exchange). Developer must notify the Authority Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in writing of this regard but any such objection within twenty (20) days after Developer receives authorization shall specifically prohibit the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all right of or a request for an inspection of the exceptions shown on Property by the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Municipality.

Title. The Authority agrees that it shall not cause RMSI and each of the RMSI Subsidiaries has good, clear, record and marketable title to be created all of the real property owned by RMSI or any exceptions of the RMSI Subsidiaries (referred to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”in this Section as the "Owned Real Property"). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority free and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies clear of all documents relating to easements, covenants, restrictions, leases, mortgages, liens, assessments, claims, rights, judgments, encroachments or other matters affecting title exceptions shown in the “Title Report” (collectively, a “PTR Package”"Encumbrances"), other than: (i) easements, covenants, restrictions and similar encumbrances that do not materially interfere with the use of the Owned Real Property as currently used and improved, (ii) minor encroachments that do not materially adversely affect the value or use of the Owned Real Property as currently used and improved and that could be removed without material cost, and (iii) liens for Taxes (as defined in Section 3.10) not yet due or delinquent or being contested in good faith by appropriate means and statutory liens arising in the ordinary course of business by operation of law that are not yet due or delinquent. Other than exceptions existing at ((i), (ii) and (iii) are collectively referred to as "Permitted Encumbrances"), except as set forth in Section 3.4 of the time RMSI Disclosure Letter. To the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf knowledge of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the NavyRMSI, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use lessors of all of the real property as permitted under this DDA (excluding leased by RMSI or any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on RMSI Subsidiaries (referred to in this Section as the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within "Leased Real Property", and together with the twenty (20) day periodOwned Real Property, the Authority at its cost may"Real Property") have good, clear, record and marketable title to the Leased Real Property, and RMSI and the RMSI Subsidiaries have good, clear, record and marketable title to enforceable leasehold interests in the Leased Real Property, in its sole each case free and absolute discretionclear of all Encumbrances other than Permitted Encumbrances, elect subject only 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of reversion of the thirty (30) day periodlessor, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided set forth in Section 6.3 3.4 of the Financing Plan,RMSI Disclosure Letter.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of Each Individual Borrower has good, marketable and insurable fee simple or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensleasehold estate title, Developer shall cause the Title Company to deliver as applicable, to the Authority real property comprising part of its applicable Individual Property and Developer preliminary good title reports or commitments for title insurance for to the property balance of the such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances with respect to each Individual Property in the aggregate would not be so conveyedreasonably likely to result in an Individual Material Adverse Effect. Each Mortgage, when properly recorded in the appropriate records, together with copies any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the portion of the applicable Individual Property comprised of real property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all documents personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. To Borrower’s knowledge, except for Permitted Encumbrances, there are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. The Pledgor Pledge Agreement, together with any Uniform Commercial Code financing statements relating to title exceptions shown the applicable Pledged Collateral when properly filed in the “Title Report” (collectivelyappropriate records and the delivery of the certificates evidencing such interests to Lender in the State of New York, will create a “PTR Package”)valid, first priority, perfected security interest in Pledgor’s interest in the applicable Pledged Collateral, all in accordance with the terms thereof. Other than exceptions existing at the time the Navy conveyed such property The Holdco Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the Authority (applicable Pledged Collateral when properly filed in the “Existing Navy Exceptions”) or created on behalf of Developer or appropriate records, will create a valid, first priority, perfected security interest in Holdco’s interest in the applicable Pledged Collateral, all in accordance with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,terms thereof.

Title. Borrower has good, marketable and insurable (i) leasehold title to the Land and the Improvements relating to the Ground Lease Properties, and enjoys the quiet and peaceful possession of the Leasehold Estate related thereto, and (ii) fee simple title to the Land and the Improvements relating to all Individual Properties other than the Ground Lease Properties, in each case free and clear of all Liens whatsoever except the 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 to the remainder of the Property (excluding the Excluded Personal Property), free and clear of all Liens whatsoever except the Permitted Encumbrances. The Authority agrees that it shall not cause Security Instruments, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be created any exceptions 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 title Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty other than exceptions created on behalf the Excluded Personal Property (including the Subleases) or any leases of or approved equipment from third parties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. For avoidance of doubt, those portions of the Excluded Personal Property owned by Developer Master Lessee constituting “FF&E” as defined in the Master Lease, are subject to a Lien in favor of the Borrower, as landlord, under the Master Lease, and such landlord Lien has been assigned to Lender, along with Borrower’s other rights as landlord under the Master Lease, pursuant to the Security Instruments and the Assignment of Leases (such landlord Lien, as assigned to Lender, the “Authority’s Title CovenantAssigned Landlord Lien”). Promptly after Escrow opensThere are no claims for payment for work, Developer labor or materials affecting the Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents other than the Permitted Encumbrances. Borrower represents and warrants that none of the Permitted Encumbrances would individually or in the aggregate reasonably be expected to result in a Material Adverse Effect as of the Closing Date and thereafter. Borrower shall cause the Title Company to deliver preserve its right, title and interest in and to the Authority Property for so long as the Notes remain outstanding and Developer preliminary title reports or commitments for title insurance for will warrant and defend same and the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 validity and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all priority of the exceptions shown on Lien hereof from and against any and all claims whatsoever other than the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Encumbrances.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensa) Buyer has received and reviewed the Preliminary Report dated June 30, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority 2010 (the “Existing Navy ExceptionsPreliminary Report”) or created on behalf of Developer or with Developer’s approval (which exceptions the Property issued by the Title Company. The Preliminary Report shall be deemed updated prior to include a Reversionary Quitclaim Deed delivered under 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 16.5 6, below, Seller has agreed to remove Exception 10 listed in the Preliminary Report and deed restrictions required as part to provide an owner’s affidavit to Title Company regarding parties in possession of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object Property. The Title Company has agreed to any remove Exception 6. The exceptions shown on the PTR Package Preliminary Report (or any supplemental preliminary title report) or on the Survey that would materially Seller has not agreed to remove pursuant to this Section 5(a) and/or that have not been agreed to be removed by Title Company are referred to herein as the “Permitted Exceptions.” Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain affirmative title insurance coverage acceptable to Buyer in Buyer’s sole discretion, insuring and adversely affect Developer’s ability defending Buyer against any loss, cost or expense arising out of or related to finance 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 use 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 permitted under this DDA (excluding any Public Trust exception that will be removed defined in connection with a Public Trust ExchangeSection 11). Developer must notify Evidence of delivery of such title shall be the Authority Title Company’s issuance or irrevocable agreement to issue an ALTA Standard Coverage Owner’s Policy of Title Insurance (2006) (or other form acceptable to Buyer), in writing which the Title Company shall agree to insure, for the full amount of any such objection within twenty (20) days after Developer receives the complete PTR Package Purchase Price, fee simple title to the Property in the name of Buyer, subject only to the Permitted Exceptions (the “Title Objection PeriodPolicy”). If Developer fails Buyer shall have the right to so object within request that the twenty Title Policy be upgraded to an ALTA Extended Coverage Owner’s Policy of Title Insurance (20) day period2006); provided that Buyer pay all costs associated with the Survey and the difference in the premium between the Standard and Extended Coverage. Also, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodBuyer, the Authority at its cost maysole cost, shall have the right to request, in its sole and absolute discretion, elect to remove or otherwise cause from the Title Company endorsements to the Title Policy, including, but not limited to: (i) certification that the current zoning of the Property in either a Form 3.0 or 3.1 Zoning Endorsement, at Buyer’s option; (ii) affirmatively insure access to show and from the Property; (iii) affirmatively insure any exception to which Developer objected on appurtenant easements; and (iv) if the owner’s title insurance policy to be issued to Developer at close Property is comprised of Escrow. If the Authority does so electtwo or more parcels, it will notify Developer within thirty contiguity of all parcels. (30d) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Seller shall have the right right, if reasonably necessary, to extend the Closing Date (i) terminate this DDA as defined in Section 10, below), for a period not to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten exceed twenty (1020) days after Developer receives the Authority’s notice that it has elected not in order to remove the exception cure or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without obtain Affirmative Coverage for any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,title defect.

Title. 18.1 The Authority agrees Purchaser is to be allowed until the Closing Date to examine the title to the Lands at its own expense. The Vendor covenants, represents and warrants that it shall not cause to be created any exceptions to has a good and marketable title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Lands in fee simple and Developer preliminary that, on Closing, the title reports or commitments for title insurance for the property to shall be so conveyed, together with copies free of all documents relating to title exceptions shown mortgages, charges, liens, encumbrances, encroachments, restrictions, easements, rights-of-way, agreements, rights arising from adverse possession, tenancies, licences, inhibiting orders, certificates of pending litigation, and any and all rights and interests of every nature and kind whatsoever, save and expect those encumbrances set out in the Schedule “Title ReportC” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy ExceptionsPermitted Encumbrances”) ). 18.2 The Vendor covenants and agrees to take all necessary steps to deliver title to the Purchaser on Closing as aforesaid and to discharge all existing mortgages, liens or created other encumbrances registered against or affecting the Lands save and except the Permitted Encumbrances, and to satisfy any municipal work orders or deficiency notices at its own expense on behalf or before Closing and to deliver vacant possession to the Purchaser on Closing, subject to the terms of Developer section 8.1(i). If, on or before the Closing Date, any valid objection to title, or to any outstanding work orders, deficiency notices or similar orders or notices, or to any non-compliance of the Lands with Developer’s approval (any applicable Laws, is made in writing to the Vendor which exceptions the Vendor is unable or unwilling to remove, remedy or satisfy and which the Purchaser will not waive, the Agreement, notwithstanding any intermediate acts or negotiations in respect of such objections shall be terminated and the Deposit shall be returned to the Purchaser with interest and without deduction and the Vendor and Purchaser shall be released from liability hereunder (except for liability in respect of any breach of covenant, warranty or representation contained in the Agreement). 18.3 Save as to any valid objection so made by the Closing Date and except for any objection going to the root of title or arising out of the covenants made by the Vendor in the Agreement, the Purchaser shall be conclusively deemed to include have accepted the Vendor’s title to the Lands. The Purchaser shall be entitled to waive or vary requisitions made by it at any time prior to Closing. 18.4 If a Reversionary Quitclaim Deed delivered under Section 16.5 discharge of any charge/mortgage held by a corporation incorporated pursuant to the Trust and deed restrictions required as part of a real property conveyance from Loan Companies Act (Canada), chartered bank, trust company, credit union, caisse populaire or insurance company and which is not to be assumed by the NavyPurchaser on Closing, is not available in registrable form on the Closing Date, the Mitigation Measures Purchaser agrees to accept Vendor’s lawyer’s personal undertaking to obtain a discharge in registrable form and to register same on title within a reasonable period of time after the Closing Date, if, on or under before Closing, the Housing Plan)Vendor provides to the Purchaser a mortgage statement prepared by the mortgagee setting out the balance required to obtain the discharge and a direction executed by Vendor directing the Purchaser to pay to the mortgagee, Developer may object out of the balance due on Closing, the amount required to obtain the discharge. 18.5 Subject to the provisions of this Agreement, the Vendor covenants to indemnify and save harmless the Purchaser from and against any exceptions shown on and all claims, losses, damages and liability suffered or incurred by the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed Purchaser following Closing in connection with a Public Trust Exchange). Developer must notify the Authority in writing respect of any such objection within twenty (20) days after Developer receives breach of covenant or other default by Vendor. 18.6 Subject to the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all provisions of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodthis Agreement, the Authority at its cost mayPurchaser covenants to indemnify and save harmless the Vendor from and against any and all claims, losses, damages and liability suffered or incurred by the Vendor following Closing in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show respect of any exception to which Developer objected on the owner’s title insurance policy to be issued to Developer at close breach of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement covenant or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,default by Purchaser.

Title. The Authority agrees that it closing of the purchase and sale of the Property (herein the "Closing") shall not cause to be created any exceptions to take place in escrow at a title other than exceptions created on behalf of or approved company selected by Developer Lessor (“Authority’s Title Covenant”herein the "Escrow Agent"). Promptly after The date that the Statutory Special Warranty Deed referenced in Section 6.4.4 is recorded and the Escrow opensAgent is in a position to disburse all funds to Lessor is herein referred to as the "Date of Closing" or the "Closing Date." Lessor has furnished to Lessee and Lessee has reviewed that 6th Supplemental Preliminary Title Report dated March 18, Developer shall cause 1998, Title Number W186736H, issued by Transnation Title Insurance Company (the "Title Report") which Title Report describes the condition of title to the Property and other property. Lessor and Lessee agree that the following exceptions in the Title Company Report are herein referred to deliver as "Permitted Exceptions:" 7 and 8 (provided the reference to each exception in the Statutory Special Warranty Deed described in Section 6.4.4 and the Owner's Policy of Title Insurance described in Section 6.4.3 states that all assessments have been paid in full as of Closing), 54, 55, 56, 58, 59, 60, 61, 62, 66 and 67. Notwithstanding anything to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navycontrary herein set forth, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially following are and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will shall be deemed to be Permitted Exceptions: reservations in Federal patents; Conditions, Covenants and Restrictions; beneficial easements; easements that serve real property in the general vicinity of the Property and that do not unreasonably interfere with the use and enjoyment of the Premises; and, if the purchase price is the Set Option Price, all local improvement district assessments levied against the Property or any portion thereof. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company Lessor agrees not to show place any exception mortgage or trust deed upon the Property to which Developer objected on secure payment of a sum in excess of the owner’s title insurance policy to Set Option Price unless the same contains a covenant that the Property will be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception released or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as reconveyed upon payment to the Lot holder thereof of an amount equal to or Lots affected by such exception, by notice to less than the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Set Option Price."

Title. (a) Provided the title is good and free from all encumbrances except as herein provided, and except as to building and other restrictions, and to any easement or right-of-way granted or to be granted for installation and/or maintenance of services, telecommunication, cable television systems, and all related or appurtenant equipment, mutual driveways, and for maintenance and repair of adjoining dwellings, if applicable. Furthermore, title to the Property may be subject to encroachments by portions of the buildings located on abutting lands, including ▇▇▇▇▇, eavestroughing, downpipes, or other attachments to the roofs, footings, drainage pipes, utility meters and other projections of the buildings, and the Purchaser further acknowledges that portions of the Dwelling may encroach onto abutting lands where the right to do so exists. The Authority Purchaser accepts legal access to the subject Property even though it may be restricted by 0.3 metre reserves owned by the Municipality and not yet dedicated as public highway. The Purchaser is not to call for the production of any title deeds, abstract or other evidence of title except as are in the possession of the Vendor. The Purchaser is to be allowed 60 days prior to the Closing, to examine the title at its own expense and if, within that time, any valid objection to title is made in writing to the Vendor which the Vendor shall be unable or unwilling to remove and which the Purchaser will not waive this Agreement shall, notwithstanding any intermediate act or negotiations be void and the deposit monies shall be returned, with interest, and the Vendor and the Broker shall not be liable for any damages or costs whatsoever. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title of the Vendor to the Property. The Purchaser acknowledges and agrees that it the Vendor shall be entitled to respond to some or all of the requisitions submitted by the Purchaser through the use of a standard title memorandum or title advice statement prepared by the Vendor’s solicitors and that the same shall constitute satisfactory manner of responding to the Purchaser’s requisitions. Further, the Purchaser agrees that in the event that any valid requisition is not cause sufficiently answered by the Vendor, then the requisition shall be deemed sufficiently answered if a title insurance policy, available for issuance to be the Purchaser by any company which issues title insurance policies in Ontario, would insure over the title matter which is being requisitioned. (b) The Purchaser agrees to accept the Property subject to Municipal regulations and restrictions now or hereafter affecting the ownership or use of the Property and the Purchaser shall observe and comply with the said regulations and restrictions and with the terms and obligations imposed by any subdivision or development agreement. The Purchaser agrees to accept title to the Property subject to any easements or licences for the installation of the maintenance of public or other utilities including, without limitation, telephone, electricity, gas, sewer, sump pumps, water and cable television, as well as any rights or easements reserved by the Vendor and/or granted in favour of other lands for maintenance purposes, drainage and roof overhangs, downpipes, footings, drainage pipes, sump pumps, utility meters and other projections of the Dwelling, if necessary on or about the Property. The Purchaser shall also accept title to the Property subject to any rights of entry in favour of the Subdivider, the Vendor, the Municipality or any other utility/service provider or public or private governmental authority. The Purchaser shall execute any easements required for the said purposes upon being requested by the Vendor both before or after Closing. The Purchaser acknowledges that the Deed or Transfer of the Property may reserve such rights and easements. In the event the Municipality or any other governmental authority or the Vendor requires the granting of maintenance and/or private drainage easements which have not been created on or before Closing, the Purchaser shall execute and deliver to the Vendor on Closing an Acknowledgement and Direction authorizing and directing the Vendor to register after Closing any exceptions to title other than exceptions created such easements on behalf of or approved by Developer (“Authority’s Title Covenant”)the Purchaser. Promptly after Escrow opens, Developer shall cause the Title Company The Purchaser agrees to deliver accept title to the Authority and Developer preliminary title reports Property subject to any easements, rights of way, licenses, agreements with the local municipality, regional or commitments for title insurance for the property county municipality or other tier of municipal government having jurisdiction with respect to future services to be so conveyedinstalled, together or any other purpose. (c) The Purchaser agrees to accept title subject to any Notices of Security Interest or any other registrations relating to any mechanical equipment, rental equipment, cooling and/or heating systems (including without limitation, geothermal heating and cooling) and equipment relating thereto. (d) In the event the Property abuts land owned by any government, utility, or railway such authority may require fences, entrance gates or other structures to be located within the Property line and the Purchaser agrees to accept same and agrees to maintain same, if required by such authority. (e) The Purchaser acknowledges that title may be conveyed directly from the Subdivider of the lands, and not the Vendor, and the Purchaser hereby releases the Subdivider from all obligation, liability and responsibility whatsoever arising out of or associated with copies the construction of the Dwelling and installation of all documents relating other improvements within the lot boundaries, and the Purchaser agrees to title exceptions shown execute and deliver on Closing a separate acknowledgment and release in favour of the “Title Report” Subdivider to this effect. (collectivelyf) In the event any mortgages are outstanding on Closing the discharge of which is the Vendor's obligation, the Purchaser agrees to accept the Vendor's solicitor's undertaking to obtain and register the discharge of the same within a “PTR Package”). Other than exceptions existing at reasonable period of time after Closing in full satisfaction of the time Vendor's obligation in that regard. (g) The Purchaser agrees to provide the Navy conveyed such property name, address and telephone number of its solicitor to the Authority Vendor or its solicitor in writing no later than 60 days prior to the Closing. Should the Purchaser fail to provide this information and/or during such 60 day period change solicitors, the Purchaser may be charged a fee plus Applicable Taxes on the Statement of Adjustments, as determined by the Vendor and/or its solicitor. The Purchaser agrees to provide the Vendor's solicitor with a written direction as to whom title is to be conveyed no later than 30 days prior to the Closing, failing which, the Vendor is hereby directed to convey title to the Purchaser(s) set forth and named in this Agreement. Prior to Closing, the Purchaser covenants not to register this Agreement or any other document on title to the Property. (h) If, on or after registration of the “Existing Navy Exceptions”) Plan of Subdivision or created on behalf such other land severance or lot creation process, the lot number or municipal address of Developer or with Developer’s approval (which exceptions the Property is changed, the Purchaser agrees to accept such variation in lot number and municipal address and this Agreement shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions read with all amendments required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to thereby. (i) terminate this DDA as The Purchaser agrees to accept title to the Lot Property subject to any Certificates of Property Use, Notice of Requirement or Lots affected by such exceptionother notices or directives of any governmental authority, by notice including, without limitation the Ministry of the Environment, provided that the Vendor or the Property, as the case may be, is in compliance thereof. (j) The Purchaser agrees to accept title to the Authority delivered within ten Property subject to (10or to grant, if necessary) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration any easements, rights-of-way, easement agreements and/or other agreements in favour of the thirty other POTLs (30as defined in Schedule “CEC”) day periodfor the access and egress of persons, whichever occurs earliermaterials, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,vehicles and equipment necessary.

Title. The Authority agrees that it shall not cause (a) EA&E warrants to be created any exceptions Acquirer that: (i) the Contributors own as of the date of this Agreement, and at the Closing Holdings will own, good and marketable (or, for the real property and the improvements thereon situated in Texas, good and indefeasible) fee simple title to title the real property and the improvements thereon described on Schedule 3.3(a)(i) attached hereto (including all easements, rights-of-way and other than exceptions created on behalf of or approved by Developer (rights and privileges appurtenant thereto, collectively the “Authority’s Title CovenantOwned Real Property”). Promptly after Escrow opens; (ii) the Contributors own as of the date of this Agreement, Developer shall cause and at the Title Company to deliver to Closing Holdings will own, a good and valid leasehold interest in certain real property and the Authority improvements thereon described on Schedule 3.3(a)(ii) hereto (including, all security deposits, reserves or prepaid rents paid in connection therewith, collectively “Leased Real Property” and, collectively with the Owned Real Property, the “Real Property”); (iii) the Contributors own as of the date of this Agreement, and Developer preliminary at the Closing Holdings will own, good title reports or commitments for title insurance for the a valid leasehold interest in all personal property to be so conveyed, together with copies of all documents relating to title exceptions shown and other non-real estate assets included in the “Title Report” Terminal Assets (collectively, a the “PTR PackagePersonal Property”), which Personal Property is specifically described on Schedule 3.3 (a)(iii) attached hereto, in each case free and clear of any Liens (other than Permitted Liens). Other None of the Contributors nor Holdings is in material violation of any covenants, restrictions or conditions of record with respect to the Terminal Assets. Except as provided in this Agreement, none of the Contributors nor Holdings has, (i) obligated itself in any manner whatsoever to sell, lease or encumber (other than exceptions existing with a Permitted Lien) the Terminal Assets or any interest therein to any party, or (ii) granted any rights of first refusal or purchase options or similar rights regarding the Terminal Assets, and to EA&E’s Knowledge, no rights of first refusal or purchase options or similar rights regarding the Terminal Assets exist. (b) Upon the formation of Holdings, the Contributors will have and at the time the Navy conveyed such property Closing will transfer to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed Acquirer good and valid record and beneficial title to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on Membership Interests, free and clear of any Liens. The Membership Interests constitute all of the PTR Package will issued and outstanding membership or other equity interests in Holdings and such Membership Interests have been duly and validly authorized and are fully paid (to the extent required under the limited liability company agreement of Holdings) and nonassessable (except as such nonassessability may be deemed to be Permitted Exceptionsaffected by matters described in Sections 18-607 and 18- 804 of the Delaware Limited Liability Company Act). If Developer does so object within None of the twenty (20) day periodMembership Interests were issued in violation of any agreement, the Authority at its cost may, in its sole and absolute discretion, elect to remove arrangement or otherwise cause the Title Company not to show any exception commitment to which Developer objected on any Contributor or Holdings in a party or bound. Except for the owner’s title insurance policy to be issued to Developer at close governing documents of Escrow. If the Authority does so electHoldings, it will notify Developer within thirty (30) days after receipt there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of Developer’s objection. If the Authority 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 any character relating to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement Membership Interests or other obligation equity interests in Holdings or obligating any Contributor or Holdings to Developer except as provided issue or sell any Membership Interests or other equity interests in Section 6.3 of the Financing Plan,Holdings.

Title. (a) The Authority agrees that it Property shall not cause be sold free of monetary encumbrances, except as otherwise provided herein. Title at Settlement is to be created any exceptions to good of record and fully insurable by a title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensinsurance company at regular rates, Developer shall cause the Title Company to deliver subject, however, to the Authority terms and Developer preliminary conditions of the Condominium Act, the Condominium Instruments, covenants, easements, rights-of-way, conditions and restrictions of record, such other restrictions as are specifically set forth herein, ordinances and regulations of municipal or other governmental authorities, any other matters or easements which may be observed by an inspection of the Property, purchaser's deed of trust, and to liens or other matters over which the title reports company agrees to insure. (b) If title to the Property cannot be so conveyed to Purchaser at Settlement for any reason whatsoever, including, but not limited to, the filing by third parties of any impediments to title, the Deposit and all interest accrued thereon, if any, shall be returned and this Agreement shall be declared null and void at the option of Purchaser or commitments Seller, unless the defects are of such character that they may be remedied by Seller and only if Seller elects to undertake to cure such defects. Seller and its Agent are hereby expressly released from any and all liability for title insurance damages by reason of any defect in the title. In the event that legal steps are necessary to perfect the title, such action, if Seller elects to undertake the same, will be taken promptly by and at Seller's expense, whereupon the time herein specified for full settlement by Purchaser shall be extended for the property period necessary for such action, but not to exceed twelve (12) additional months. (c) The Property is sold subject to easements, if any, created or to be so conveyedcreated, together with copies prior to or after Settlement, in favor of all documents relating to title exceptions shown in utility companies, municipal authorities, or quasi-governmental authorities for the “Title Report” (collectivelyinstallation of utilities or street lights or roads and/or additional covenants, rights-of-way, conditions, restrictions or easements which may be placed of record by Seller after the effective date of this Agreement for the benefit of the Property and/or the community of which it is a “PTR Package”)part. Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions This Agreement shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object subordinate to any exceptions shown on the PTR Package that would materially such easements, rights-of-way, covenants, conditions and adversely affect Developer’s ability to finance and use 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 Authority in writing restrictions of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)record. If Developer fails such easements, rights-of- way, covenants, conditions or restrictions are placed of record after Settlement and recordation of the deed, Purchaser shall, and does hereby agree to, subject the Property to so object within the twenty (20) day periodall such easements, then rights-of-way, covenants, conditions and restrictions and subordinate Purchaser's fee interest therein to all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,same.

Title. The Authority agrees that it shall not cause title to be created any exceptions furnished to Purchaser shall be marketable title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”)and free from defect. Promptly after Escrow opensPurchaser, Developer at its sole cost and expense, shall cause the Title Company to deliver title to the Authority and Developer preliminary title reports or commitments for title insurance for the property Property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property examined prior to the Authority (closing, and shall notify the “Existing Navy Exceptions”) Seller or created on behalf the Seller’s attorney of Developer the existence of encumbrances or with Developer’s approval (defects which exceptions shall be deemed are not excepted in this Agreement and which render title unmarketable as defined by Vermont law, prior to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the NavyClosing, which may include, but are not limited to, the Mitigation Measures absence, non- compliance with, or under violations of, permits and approvals required by local and state zoning, development and subdivision laws, regulations, conditions, ordinances and the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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 Escrowlike. If the Authority does municipality issues zoning compliance letters, notices of no violation or the like, Seller shall provide such a letter from the appropriate municipal office at Sellers’ sole expense prior to Closing. For purposes of this Agreement, marketability of title shall be determined in accordance with the Vermont Marketable Title Act (27 V.S.A. § 601 et seq.) and Standards of Title of the Vermont Bar Association now in force to the extent applicable standards exist. It is also agreed that any and all defects in or encumbrances against the title that come within the scope of these Title Standards shall not constitute a valid objection on the part of Purchaser if the Title Standards do not so electprovide; provided, it will notify Developer within the Seller furnishes any affidavits or other instruments that may be required by the applicable Title Standards. Promptly following receipt of such notice the Seller shall endeavor to remove the specified encumbrances or defects. If, at the expiration of thirty (30) days after following the receipt of Developer’s objection. If such notice or on the Authority elects not date set forth for the Closing, whichever is later, the Seller shall then be unable to remove convey good and marketable title free and clear of such encumbrances and defects, the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to (i) Purchaser may terminate this DDA Contract and shall promptly receive back all Deposit money as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the AuthorityPurchaser’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,sole legal and equitable remedy.

Title. The Authority agrees that it shall not cause to be created any exceptions to items listed in Paragraph 1 of this Agreement and the items listed on Exhibit G of this Agreement are all of the items of tangible and intangible personal property used by Seller in connection with the Pharmacy Business. Seller has good and marketable title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Seller's Assets, subject to liens and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown encumbrances identified in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception Exhibit H that will be removed in connection with a Public Trust Exchange)paid and discharged as of the Closing Date and subject to property taxes not yet due and payable. Developer must notify Seller is the Authority in writing owner of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on Personal Property described in D other than the PTR Package Personal Property specifically identified therein as leased by Seller (the "Leased Personal Property"). As of the Closing Date, Seller will be deemed have and will deliver to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole Purchaser good and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the owner’s marketable title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exceptionSeller's Assets free and clear of all liens and encumbrances, by notice except for the lien for property taxes not yet due and payable and the lessor's interest in the Leased Personal Property; provided, however, to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration extent certain software conveyed as a part of the thirty (30Seller's Assets may be subject to the terms of license agreements, and certain leasehold interests or the Contracts may be subject to provisions restricting assignment thereof, Seller shall proceed with all due diligence to secure any consents required thereunder in accord with section 8(j) day periodbelow. The Seller's Assets are being conveyed "AS IS" and "WHERE IS"; provided, whichever occurs earlierhowever, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except that as provided in Section 6.3 of the Financing Plan,Closing Date Seller's Assets shall be in the same condition as existed as of the Purchaser's inspection thereof, ordinary wear and tear excepted.

Title. The Authority agrees that it (a) At the First Closing, title to the Property held by the Partnership shall not cause to be created any fee simple title free and clear of all liens, covenants, restrictions, easements, encumbrances, and other title exceptions to title other than exceptions created on behalf of or approved by Developer objections excepting, however, Permitted Exceptions (“Authority’s Title Covenant”hereinafter defined). Promptly Otherwise, the title to the Property shall be good and marketable and such as will be insured as such by Commonwealth Land Title Insurance Company ("Commonwealth") at regular rates for regular risks under the current form of ALTA title insurance policy in the amount of $5,991,440.00 and with such endorsements as Buyer may reasonably require, including, without limitation, non-imputation and Fairways endorsements. (b) Within three (3) days after Escrow opensthe date of this Agreement, Developer the General Partner shall cause the Title Company to deliver to Buyer copies of the Authority and Developer preliminary title reports or commitments for Partnership's title insurance for the property to be so conveyed, together with policy (including copies of all documents relating exceptions) and surveys covering the Property. Prior to expiration of the Due Diligence Period, Buyer shall furnish the General Partner with a preliminary title report issued by Commonwealth covering the Property (the "Title Report") and a written notice specifying those title exceptions which are not acceptable to Buyer (which may include any matters shown in on any survey of the “Property obtained by Buyer) (the "Disapproved Exceptions," which shall also include any matters added to the Title Report” (collectively, a “PTR Package”Report or survey after its original issuance). Other than exceptions existing at Buyer's failure to designate as one of the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include Disapproved Exceptions a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions title exception shown on the PTR Package that would materially Title Report shall constitute Buyer's approval of such title exception (all title exceptions not designated by Buyer as Disapproved Exceptions and adversely affect Developer’s ability to finance and use the real property as permitted under Mellon Loan are in this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust ExchangeAgreement called "Permitted Exceptions"). Developer must notify All liens of an ascertainable amount up to the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all amount of the exceptions shown on Net Purchase Price, except the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty Mellon Loan (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot Lots 13 and16), shall be paid and discharged by Seller at or Lots affected by such exception, by notice to the Authority delivered within before Closing. Within ten (10) days after Developer receives General Partner's receipt of Buyer's notice of Disapproved Exceptions, the Authority’s General Partner shall notify Buyer of all Disapproved Exceptions that General Partner is unwilling or unable to remove. General Partner's failure to give Buyer notice that it has elected not of General Partner's unwillingness or inability to remove any Disapproved Exceptions shall constitute General Partner's covenant that Seller shall remove such Disapproved Exceptions at or prior to Closing. Buyer shall have the exception rights set forth in Section 4(c) if the General Partner does not remove all Disapproved Exceptions at or expiration prior to Closing. (c) If title to the Property at Closing does not satisfy the requirements of Section 5(c), Buyer shall have the sole option of either (i) accepting such title as exists for the Property at the First Closing without any abatement of price, except that liens, except the Mellon Loan (as to Lots 13 and 16) of an ascertainable amount, up to the amount of the thirty Net Purchase Price, shall be paid and discharged by the General Partner or (30ii) day periodbeing immediately paid all documented, whichever occurs earlierthird party out-of-pocket expenses incurred by Buyer (including, without limitation, the fees of attorneys, engineers, environmental consultants and surveyors) in connection with the purchase of the Property up to the maximum aggregate amount of $10,000 ("Buyer's Reasonable Costs") and, in which case the Authority can proceed to market latter event, the property to others without any cost reimbursement Sellers and the Buyer shall be released from all liability or other obligation to Developer except as provided in Section 6.3 the other and this Agreement shall then and thereafter be null and void. (d) From and after the date of this Agreement, the Financing Plan,General Partner shall not take any action, or fail to take any action, that would cause title to the Property to be subject to any title exceptions or objections, other than the Permitted Exceptions.

Title. Subject to the terms and conditions of this Agreement, the Land Bank shall convey the Premises to Developer by special warranty deed (the "Deed"). Title shall be insurable at regular rates by any reputable title insurer licensed in the Commonwealth and shall be free and clear of all liens and encumbrances except for the following: (i) current real estate taxes and other municipal charges that are not yet due and payable; (ii) all easements, covenants, agreements, and restrictions; (iii) such facts or conditions that an inspection or accurate survey would disclose; (iv) all laws, ordinances, rules, and regulations; (v) assessments for improvements begun or completed after the Effective Date; (vi) all defects, liens, claims, judgments, encumbrances, mortgages, encroachments, and other clouds on title which existed, or were recorded, perfected, filed, or attached to the Premises, prior to the Land Bank's ownership (except for municipal liens); and (vii) Commonwealth inheritance taxes and inheritance tax liens. This Agreement shall be recorded in the City Department of Records before recordation of the Deed. The Authority agrees that it Deed shall not cause be subject to be created any exceptions to title other than exceptions created on behalf the terms, provisions, obligations, covenants, and conditions of or approved by Developer this Agreement and a Declaration of Restrictive Covenants, Conditions and Restrictions attached as Exhibit E (the “Authority’s Title CovenantDeclaration”). Promptly The Declaration will be recorded in the City Department of Records immediately after Escrow opensrecordation of the Deed. Please be advised that you have the option to purchase title insurance. The Land Bank cannot, Developer shall cause and does not, require you to purchase title insurance. However, you are strongly encouraged to consider purchasing title insurance. If you decide not to purchase title insurance you will not be afforded protection in the Title Company to deliver event of a defect in the title to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Premises.

Title. Promptly after the date of this Agreement, Purchaser shall obtain a commitment for an Owner's Policy of Title Insurance (the "Commitment") issued by a title agency selected by Purchaser (the "Title Company") and dated as of a current date, pursuant to which the Title Company shall commit to issue to Purchaser an ALTA (Form B-1970 & 1984, if available) Owner's Policy of title insurance, in the amount of the Purchase Price, insuring in Purchaser marketable fee simple title to the Premises, subject only to the following "Permitted Exceptions": (a) All legal highways; (b) Zoning, building and other laws, ordinances, codes and regulations; (c) Matters disclosed by the Survey pursuant to Section 4.2; (d) Easements, rights-of-way, conditions, covenants and restrictions of record, to the extent that those easements, rights-of-way, conditions, covenants and restrictions do not interfere with, obstruct, or otherwise impair Purchaser's proposed use of the Premises; and (e) Real estate taxes that are a lien upon the Premises, but not yet due and payable. The Authority agrees that it Commitment shall not cause also insure Purchaser's interests under the Access Easement and the Parking Easement, subject only to the Permitted Exceptions. Any mortgage or other monetary liens on the Property ("Monetary Liens") are to be created any exceptions discharged and paid by Seller at the time of Closing. At the Closing, and as a condition to Purchaser's obligations under this Agreement, the Title Company shall deliver to Purchaser the policy of title other than exceptions created on behalf of or approved by Developer insurance in accordance with the Commitment (“Authority’s the "Title Covenant”Policy"). Promptly after Escrow opens, Developer Seller shall cause provide an affidavit and such other instruments and assurances as may be required by the Title Company to deliver to delete the Authority and Developer preliminary title reports "standard" or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title "general" exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Policy.

Title. The Authority agrees Title shall be evidenced by the commitment of North American Title Company (the "Title Company") to issue to Buyer its ALTA extended Owner's Form Policy of Title Insurance (the "Title Policy") in the amount of the Purchase Price, showing fee title to the Real Property vested in Buyer subject only to the following exceptions (collectively, the "Permitted Exceptions"): (a) a lien to secure payment of real estate taxes and assessments, not delinquent; (b) the lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code; (c) subject to Buyer's rights under Paragraph 4, all matters - apparent from an inspection of the Property or shown by a survey of the Property (or if Buyer elects not to obtain a survey, of the Property, a general exception for matters that it would be revealed by such a survey); (d) the rights of the tenants under the Leases and any subleases; (e) subject to Buyer's rights under Paragraph 4, all exceptions - disclosed by the Preliminary Title Report ("Preliminary Title Report") issued by the Title Company and the ALTA "standard" exceptions unless the Title Company elects to remove the same; (f) all applicable laws, ordinances, rules and governmental regulations (including, without limitation, those relating to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (g) any title matters or exceptions created by Buyer's acts or omissions. Seller's sole obligation with respect to the issuance of the Title Policy shall not be (a) to pay, or cause to be created paid at or before Closing, any exceptions delinquent real estate taxes and assessments relating to title the Property and any monetary liens (other than exceptions created on behalf real estate taxes and assessments) placed against the Property by Seller or as to which Seller obtained its interest in the Property subject thereto; (b) to pay for the portion of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the costs of the Title Company Policy provided in Paragraph 7(b); (c) to deliver to the Authority Title Company a statement setting forth ---- the Leases and Developer preliminary title reports or commitments for title insurance for the property evidence reasonably satisfactory to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not of Seller's authority to show any exception to which Developer objected on consummate the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty transactions contemplated by this Agreement; and (30d) days after receipt of Developer’s objection. If the Authority elects not to remove any title matters placed against the exception or fails to respond within Property by Seller after the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration end of the thirty Contingency Period (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,unless Buyer agrees otherwise).

Title. The Authority agrees that it shall not cause (a) Centex has procured the Title Commitments from the Title Policy Underwriters for each of the Projects addressed to be created any exceptions to title other than exceptions created on behalf of the relevant Transferred Subsidiary. (b) Centex has provided the Company with new or approved by Developer updated surveys for the Properties (“Authority’s Title Covenantthe "Surveys”). Promptly after Escrow opens, Developer the most recent version of which are contained on the Data Site. (c) If the Properties or any part thereof shall cause be subject to any monetary lien created by any action or inaction by Centex that is not a Permitted Encumbrance, Centex shall on or prior to the Asset Transfer Date pay the same or make other arrangements reasonably satisfactory to the Company and Title Company to deliver remove such lien as an exception to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” title. (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”d) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the NavyAt Closing, the Mitigation Measures respective Title Policy Underwriter will furnish to each of the Transferred Subsidiaries, at Centex’s cost, 2006 ALTA Owner’s Title Insurance Policies (or under other such reasonably comparable form of policy as required by the Housing Planlaws of the State in which a Property is located), Developer may object with extended coverage, and where available a customary non-imputation endorsement and customary creditors’ rights endorsement in both cases reasonably satisfactory to any exceptions shown Investor, based on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Title Commitments (the “Title Objection PeriodPolicies”). If Developer fails Each Title Policy will be issued by the respective Title Policy Underwriter and will insure an amount equal to so object within the twenty (20) day period, then all allocation of the exceptions Unadjusted Purchase Price as set forth on Exhibit A-7 for each Project. Each Title Policy will insure the Transferred Subsidiary’s fee simple title to the Properties subject to no Encumbrances other than the Permitted Encumbrances, except that with respect to any Property in Texas (i) the printed exception relating to restrictions will be amended to describe the specific recording information of any restrictive covenants affecting the Properties as shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty Title Commitment or deleted, (20ii) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exceptionrights of parties in possession will be deleted, by notice at Centex’s expense, (iii) the exception relating to survey matters (if a Survey has been delivered to the Authority delivered within ten Company in accordance with Section 9(b)) shall be limited to “shortages in area”, at Centex’s expense, and (10iv) days after Developer receives the Authority’s notice that it has elected not to remove the exception as to the lien for taxes and standby and similar fees will be limited to calendar year 2008 and subsequent years, and subsequent assessments for prior years due to change in land usage or expiration ownership (where property taxes are paid in arrears). (e) Centex shall deliver such standard title related affidavits (which shall be to its Knowledge) and indemnities (which shall be limited to the acts of Centex) as are reasonably requested by the Title Policy Underwriters in order to issue the Title Policies consistent with the intent of the thirty (30) day period, whichever occurs earlier, in which case Parties and the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 terms of the Financing Plan,this Agreement.

Title. The Authority agrees that it shall not cause to be created any exceptions to (a) Borrower has good, marketable and insurable fee simple title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority real property comprising part of each Individual Property and Developer preliminary that is owned in fee, and good title reports or commitments for title insurance for to the property to be so conveyedbalance of such Individual Property, together with copies free and clear of all documents relating Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Borrower has good title exceptions shown to the Property-Specific Trademarks, free and clear of all Liens whatsoever except the Permitted Encumbrances and the interests of the licensees under the IP Licenses. Each Operating Company has good, marketable and insurable leasehold title to the real property demised to it, free and clear of all Liens whatsoever except the Permitted Encumbrances and such other Liens as are permitted pursuant to or created by the Loan Documents. To Borrower’s best knowledge, the Permitted Encumbrances in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would aggregate do not materially and adversely affect Developerthe value, operation or use of any of the Properties (as currently used) or Borrower’s ability to finance repay the Loan. Each Mortgage created (a) a valid first priority lien on each Individual Property in favor of JPM, subject only to the Permitted Encumbrances and use such other Liens permitted pursuant to or created by the real property Loan Documents, and (b) together with the Uniform Commercial Code financing statements that were filed in connection therewith, perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases) in favor of JPM, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted under pursuant to the Loan Documents and the Liens created by the Loan Documents. Each Mortgage is being assigned by JPMorgan Chase Bank N.A. to the Initial Lenders (immediately prior to the execution and delivery of this DDA Agreement) and by the Initial Lenders to the Collateral Agent (excluding any Public Trust exception immediately following the execution and delivery of this Agreement) and each Mortgage does and will continue to create (a) a valid, first priority lien on each Individual Property in favor of Collateral Agent (as the beneficiary/mortgagee of record for the benefit of Lender), subject only to Permitted Encumbrances and the Liens permitted pursuant to or created by the Loan Documents, and (b) together with the Uniform Commercial Code financing statement amendments that will be removed filed in connection therewith, perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases) in favor of Collateral Agent (as the secured party of record for the benefit of Lender), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Except as insured over by the Title Insurance Policy to the reasonable satisfaction of Lender, there are no claims for payment for work, labor or materials affecting any of the Properties which are or may become a Public Trust Exchange). Developer must notify Lien prior to, or of equal priority with, the Authority Liens created by the Loan Documents. (b) When the Trademark Security Agreement or a summary thereof is properly filed in writing the United States Patent and Trademark Office and the United States Copyright Office, Collateral Agent (for the benefit of Lender) shall have a fully perfected Lien on, and security interest in, all right, title and interest of Borrower in the Property-Specific Trademarks, in each case prior and superior in right to the Lien of any such objection within twenty other Person, except for Permitted Encumbrances. (20c) days after Developer receives Each Operating Company has good, marketable title to the complete PTR Package Gaming Equipment, free and clear of all Liens whatsoever (except equipment financing and leasing arrangements entered into by Operating Company in the ordinary course of its business (subject to the limitations set forth in the definition of “Title Objection PeriodPermitted Indebtedness (Operating Company)”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,.

Title. (a) Provided the title is good and free from all encumbrances except as herein provided, and except as to building and other restrictions, and to any easement or right-of-way granted or to be granted for installation and/or maintenance of services, telecommunication, cable television systems, and all related or appurtenant equipment, mutual driveways, and for maintenance and repair of adjoining dwellings, if applicable. Furthermore, title to the Property may be subject to encroachments by portions of the buildings located on abutting lands, including ▇▇▇▇▇, eavestroughing, downpipes, or other attachments to the roofs, footings, drainage pipes, utility meters and other projections of the buildings, and the Purchaser further acknowledges that portions of the Dwelling may encroach onto abutting lands where the right to do so exists. The Authority Purchaser accepts legal access to the subject Property even though it may be restricted by 0.3 metre reserves owned by the Municipality and not yet dedicated as public highway. The Purchaser is not to call for the production of any title deeds, abstract or other evidence of title except as are in the possession of the Vendor. The Purchaser is to be allowed 60 days prior to the Closing, to examine the title at his own expense and if, within that time, any valid objection to title is made in writing to the Vendor which the Vendor shall be unable or unwilling to remove and which the Purchaser will not waive this Agreement shall, notwithstanding any intermediate act or negotiations be void and the deposit monies shall be returned, with interest, and the Vendor and the Broker shall not be liable for any damages or costs whatsoever. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted the title of the Vendor to the Property. The Purchaser acknowledges and agrees that the Vendor shall be entitled to respond to some or all of the requisitions submitted by the Purchaser through the use of a standard title memorandum or title advice statement prepared by the Vendor’s solicitors and that the same shall constitute satisfactory manner of responding to the Purchaser’s requisitions. Further, the Purchaser agrees that in the event that any valid requisition is not sufficiently answered by the Vendor, then the requisition shall be deemed sufficiently answered if a title insurance policy, available for issuance to the Purchaser by any company which issues title insurance policies in Ontario, would insure over the title matter which is being requisitioned. (b) The Purchaser agrees to accept the Property subject to Municipal regulations and restrictions now or hereafter affecting the ownership or use of the Property and the Purchaser shall observe and comply with the said regulations and restrictions and with the terms and obligations imposed by the Subdivision Agreement. The Purchaser agrees to accept title to the Property subject to any easements or licences for the installation of the maintenance of public or other utilities including, without limitation, telephone, electricity, gas, sewer, sump pumps, water and cable television, as well as any rights or easements reserved by the Vendor and/or granted in favour of other lands for maintenance purposes, drainage and roof overhangs, downpipes, footings, drainage pipes, sump pumps, utility meters and other projections of the Dwelling, if necessary on or about the Property. The Purchaser shall also accept title to the Property subject to any rights of entry in favour of the Subdivider, the Vendor, the Municipality or any other utility/service provider or public or private governmental authority. The Purchaser shall execute any easements required for the said purposes upon being requested by the Vendor both before or after Closing. The Purchaser acknowledges that the Deed or Transfer of the Property may reserve such rights and easements. In the event the Municipality or any other governmental authority or the Vendor requires the granting of maintenance and/or private drainage easements which have not been created on or before Closing, the Purchaser shall execute and deliver to the Vendor on Closing an Acknowledgement and Direction authorizing and directing the Vendor to register after Closing any such easements on behalf of the Purchaser. The Purchaser agrees to accept title to the Property subject to any easements, rights of way, licenses, agreements with the local municipality, regional or county municipality or other tier of municipal government having jurisdiction with respect to future services to be installed, or any other purpose. (c) In the event the Property abuts land owned by any government, utility, or railway such authority may require fences, entrance gates or other structures to be located within the Property line and the Purchaser agrees to accept same and agrees to maintain same, if required by such authority. (d) The Purchaser acknowledges that title may be conveyed directly from the Subdivider of the lands, and not the Vendor, and the Purchaser hereby releases the Subdivider from all obligation, liability and responsibility whatsoever arising out of or associated with the construction of the Dwelling and installation of all other improvements within the lot boundaries, and the Purchaser agrees to execute and deliver on Closing a separate acknowledgment and release in favour of the Subdivider to this effect. (e) In the event any mortgages are outstanding on Closing the discharge of which is the Vendor's obligation, the Purchaser agrees to accept the Vendor's solicitor's undertaking to obtain and register the discharge of the same within a reasonable period of time after Closing in full satisfaction of the Vendor's obligation in that regard. (f) If, on or after registration of the Plan of Subdivision, the lot number or municipal address of the Property is changed, the Purchaser agrees to accept such variation in lot number and municipal address and this Agreement shall be read with all amendments required thereby. (g) The Purchaser agrees to accept title to the Property subject to any Certificates of Property Use, Notice of Requirement or other notices or directives of any governmental authority, including, without limitation the Ministry of the Environment, provided that the Vendor or the Property, as the case may be, is in compliance thereof. (h) The Purchaser agrees to accept title to the Property subject to any limiting distance agreement with the owner of any neighbouring properties and any municipal authorities. (i) The Purchaser covenants and agrees that it shall not, and that it is not cause permitted, to: (i) direct title or the right of occupancy to be created any exceptions other parties; (ii) add any additional parties to title or the right of occupancy; or (iii) direct or re-direct title to only some of the parties which comprise the Purchaser. The sole purpose of any title direction contemplated herein or in any closing documents shall be for the purposes of confirming the full name(s), date(s) of birth, address for service, social insurance number(s) and such other information as the Vendor may require. (j) The Purchaser shall provide the name of its solicitor to the Vendor not later than exceptions created the 30th day following the execution of this Agreement. Failure to provide same shall constitute a default pursuant to the terms of this Agreement. If the Purchaser does not provide the name of its solicitor when required hereunder, changes solicitors, or the Purchaser or its solicitor (i) fail to provide any required information; (ii) change or amend any of the information provided, including title information required for engrossing the transfer to the Property as required by the preceding paragraph or in respect of the Rebate; or (iii) provide information to the Vendor or its solicitors that is incorrect or amended for any reason, the Purchaser shall be charged a fee as determined by the Vendor plus Applicable Taxes on behalf the Statement of Adjustments. (k) The Purchaser covenants and agrees to provide through its solicitor to the Vendor's solicitor, at least 60 days prior to the Closing Date, all information required by the Vendor with respect to or approved by Developer evidencing the Purchaser’s entitlement to the Rebate (“Authority’s Title Covenant”as defined herein). Promptly after Escrow opensSuch information shall include, Developer shall cause without limitation, (i) confirmation of which of the Title Company parties comprising the Purchaser will be occupying the Property if there is more than 1 party comprising the Purchaser; (ii) if there is more than 1 party comprising the Purchaser, the relationship between the parties; (iii) whether any other person(s) will be occupying the Property together with the Purchaser, including their name(s) and date(s) of birth; and (iv) if the person(s) occupying the Property together with the Purchaser are not the spouse or child of the Purchaser, and the Vendor consents to deliver same, copies of valid identification for such persons (such as a driver’s license or passport) acceptable to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, Vendor in its sole and absolute 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. If the Authority Purchaser does so electnot provide the foregoing information at least 60 days prior to the Closing Date, or if the Purchaser provides information upon which the Vendor determines that it will notify Developer within thirty (30) not permit the Purchaser to claim and assign the Rebate to the Vendor as part of this transaction, then the Vendor shall prepare all adjustments and closing documents on the basis that the Purchaser will not be claiming and assigning the Rebate to the Vendor as part of this transaction and the amount of the Rebate shall be added to the statement of adjustments and paid by the Purchaser on the Closing Date in addition to the Purchase Price. The Purchaser acknowledges, covenants and agrees that no changes to the information required to be provided herein shall be permitted following the day that is 60 days after receipt prior to the Closing Date. In addition, once the Purchaser has provided the information required to be provided herein and there are any changes to same, such changes to the information shall entitle the Vendor to elect not to permit the Purchaser to claim and assign the Rebate to the Vendor as part of Developer’s objectionthis transaction. If the Authority elects Purchaser is prohibited from claiming the Rebate and assigning same to the Vendor as part of this transaction or does not do so for any other reason, or the determination of the Vendor in its sole and absolute discretion is that the Purchaser is not entitled to remove claim the exception or fails to respond within the thirty (30) day periodRebate, then Developer the Purchaser shall have retain the right to option of pursuing the Rebate or any other similar or related rebates directly from the Canada Revenue Agency following the Closing Date. (il) terminate this DDA as to In the Lot event that the Vendor or Lots affected by such exception, by notice to Subdivider is not the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration registered owner of the thirty (30) day periodProperty, whichever occurs earlier, the Purchaser agrees to accept a conveyance of title from the registered owner in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 lieu of the Financing Plan,Vendor’s or Subdivider’s.

Title. The Authority agrees that it (a) Seller shall convey to Purchaser at Closing fee simple title to the Property, free of all mortgages and other liens placed on the Property by Seller, but subject to the following matters (the "Permitted Exceptions"): (i) the lien of real estate taxes, assessments and water and sewer charges not cause yet due and payable, (ii) all matters set forth in the Title Report (as hereinafter defined) and approved by Purchaser or deemed approved by Purchaser as provided herein, (iii) the standard printed exceptions contained in an ALTA form of title insurance policy, unless Purchaser obtains, at its sole cost, expense and risk, endorsements to be the respective title insurance policies which exclude any such standard printed exceptions, (iv) all existing building, zoning and other city, state, county or federal laws, codes and regulations affecting the Property; (v) any existing general utility easements serving the Property, (vi) the Leases, and (vii) any title exception created directly by any act or omission of Purchaser or its representatives, agents, employees or invitees. (b) (i) Prior to the date hereof, Seller has provided to Purchaser from Commonwealth Land Title Insurance Company (“Commonwealth"). As soon as reasonably possible Seller and Purchaser shall cooperate to have Chicago Title Insurance Company (the "Title Company"), issue an owner's title commitment to insure title to the Property, together with legible copies of any documents constituting exceptions to title as listed in such title commitment (collectively, the "Title Commitment"). On or before March 12, 2015, Seller shall provide Purchaser with a current ALTA land title survey of the Property certified to Purchaser by a licensed Massachusetts land surveyor (the "Survey"). On or before the date which is later to occur of seven (7) business days after the date Purchaser shall receive the Survey from Seller or the date occurring three (3) business days prior to the expiration of the Due Diligence Period (the period from the date hereof to such date, the "Title Review Period") Purchaser shall give Seller or Seller's attorney written notice that sets forth in reasonable detail any objections that Purchaser has to title or survey matters affecting the Property other than exceptions created on behalf Permitted Exceptions (any of or approved by Developer (“Authority’s the foregoing, a "Title Covenant”Defect", and collectively, "Title Defects"; such written notice of any Title Defects shall be referred to as "Purchaser's Objection Notice"). Promptly after Escrow opens, Developer shall cause the Title Company The failure by Purchaser to deliver to Seller or Seller's attorney the Authority Purchaser's Objection Notice within the Title Review Period shall constitute a waiver by Purchaser of any and Developer preliminary all title reports matters of record as of the expiration of the Title Review Period; such title matters of record shall automatically then become Permitted Exceptions and Purchaser shall purchase the Property subject to such Permitted Exceptions. (ii) Except as otherwise set forth herein, Seller may, but shall not be obligated to, cure at or commitments for title insurance for prior to the property Closing any Title Defect as to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” which Purchaser timely objected under subsection (collectively, a “PTR Package”i). Other than exceptions existing at If Purchaser timely delivers Purchaser's Objection Notice, then Seller or Seller's counsel shall, within three (3) business days after receipt of Purchaser's Object ion Notice, deliver notice to Purchaser or Purchaser's counsel (such notice, "Seller's Response") stating (i) that Seller will remove all of Purchaser's Objections on or before the time the Navy conveyed Closing or (ii) if Seller shall not agree to remove all Title Defects set forth in Purchaser's Objection Notice, which Title Defects set forth in Purchaser's Object ion Notice Seller will not agree to remove, or (iii) that Seller will not agree to remove any Title Defects set forth in Purchaser's Objection Notice, except that in all cases Seller shall be required to remove Mandatory Cure Items (as hereinafter defined). If Seller fails to give any notice to Purchaser within such property to the Authority three (the “Existing Navy Exceptions”3) or created on behalf of Developer or with Developer’s approval (which exceptions business day period, then Seller shall be deemed to include a Reversionary Quitclaim Deed delivered have given notice under clause (iii) (in which event Seller shall still be required to remove Mandatory Cure Items). If Seller's Response indicates (or if Seller is deemed to have given notice) either its election under clause (ii) or clause (iii), and Purchaser shall not terminate this Agreement in accordance with the provisions of Section 16.5 4(c), then Purchaser shall be deemed to have elected to take title to the Property subject to all Title Defects set forth in Purchaser's Objection Notice which Seller shall not have agreed to cure, and deed restrictions required such Title Defects (other than Mandatory Cure Items) shall become Permitted Exceptions under this Agreement. Purchaser may obtain one or more updated Title Reports or updates to the Survey prior to the Closing Date and give notice to Seller of any new Title Defects which were not of record as part of a the date of Purchaser's original Title Report, and the foregoing process shall be repeated, except that Purchaser shall have three (3) business days following its receipt of Seller's Response under clause (ii) or clause (iii) above (or the expiration of the three (3) business day period, if Seller does not provide Seller's Response) to terminate this Agreement by giving written notice of such election to Seller, in which event Escrow Agent shall disburse the Deposit to Purchaser and this Agreement shall terminate except for those provisions which expressly survive the termination thereof; time shall be of the essence with respect to Purchaser's giving its notice of termination. Seller shall not be obligated to cure nonliquidated encumbrances (e.g. easements, covenants and restrictions) of record as of the date of the Title Report (including any updates thereto), or entered into thereafter with the express written consent of the Purchaser, and which Seller advises Purchaser in Seller’s Response that Seller elects not to cure. Notwithstanding anything to the contrary set forth above, Seller shall cure at or prior to Closing (i) all mortgages of record placed on the Property by Seller, (ii) all real property conveyance from estate tax liens, (iii) all liens and encumbrances placed of record by Seller against the NavyProperty after the effective date of Purchaser's original Title Report, and (iv) all judgment, mechanic's and other liens, other than mechanic's liens relating to work performed by or at the request of any Tenant and all encumbrances or other title items objected to by Purchaser and caused by Seller's actions after the Effective Date (the foregoing, the Mitigation Measures or under the Housing Plan"Mandatory Cure Items"), Developer may object . Failure of Seller to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted cure a Mandatory Cure Item shall be deemed a default by Seller under this DDA Agreement. (excluding c) If, at the Closing Date, there are any Public Trust exception Title Defects which Seller is obligated hereunder to pay and discharge, Seller may use any cash portion of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Purchaser at the Closing instruments in recordable form sufficient to satisfy such Title Defects of record together with the costs of recording or filing such instruments or, provided that will be removed in connection Seller has made arrangements with a Public Trust Exchange). Developer must notify the Authority in writing Title Company at or before the Closing, Seller shall deposit with the Title Company sufficient monies or other items to insure the obtaining and recording of such satisfactions and/or the issuance of title insurance to Purchaser either free of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day periodDefects, then all or with insurance against enforcement or collection of same out of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlierProperty, in which case such Title Defects shall be omitted from the Authority can proceed title report and policy. Purchaser, through the Escrow Agent, if request is made within a reasonable time prior to market the property Closing Date, agrees to others without provide at the Closing Purchaser's separate certified or official bank checks as requested, or wire transfers as directed by Seller, for all or part of the balance of the Purchase Price, to facilitate the satisfaction of any cost reimbursement such Title Defects. The existence of any such Title Defects shall not be deemed object ions to title if Seller shall comply with the foregoing requirements. The amount of any unpaid taxes, assessments, water charges and sewer rents which Seller is obligated to pay and discharge may, at the option of Seller, be allowed to Purchaser out of the cash portion of the Purchase Price payable at the Closing, provided official bills therefor are furnished by Seller at the Closing. Unpaid franchise taxes and corporate income or other obligation taxes of any limited liability company or other person or entity in the chain of title to Developer except as provided in Section 6.3 the Property shall not be objections to title if the Title Company will insure Purchaser against collection of such taxes out of the Financing Plan,Property.

Title. The Authority agrees that it shall not cause (1) As of the Effective Date, Seller holds good and marketable fee simple title to 100% of the interests in Owned Real Property free and clear of any Encumbrances except for: (A) Encumbrances imposed under any Credit Facility which are to be created any released and removed at Closing pursuant to the Payoff Letters; (B) mechanics liens, if any, which will be paid and released or otherwise bonded over in a manner reasonably satisfactory to Buyer and Title Company prior to Closing; (C) Encumbrances for current real or personal property taxes not yet due and payable; and (D) exceptions to title identified in a Title Commitment which are not material in nature and which do not materially interfere with the use and development of the Real Property for the Business. (2) As of Closing, there will be no parties other than exceptions created on behalf Seller in possession of any portion of the Owned Real Property and no person or approved by Developer (“Authority’s Title Covenant”)entity will have any right or option to acquire all or any portion of the Real Property other than Buyer. Promptly after Escrow opens, Developer shall cause the Title Company to deliver The title to the Authority Owned Real Property is not subject to tenancy or other rights or use or occupancy that will remain in effect at or after Closing. (3) As of the Closing Date, Seller holds and Developer preliminary has all rights required to convey good and marketable fee simple title reports or commitments to 100% of the interests in Owned Real Property, free and clear of any Encumbrances, except for title insurance for the property Encumbrances agreed to be so conveyed, together with copies of all documents relating to title exceptions shown by Buyer in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority its sole discretion (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection PeriodPermitted Real Property Encumbrances”). If Developer fails to so object within the twenty . (204) day period, then all Seller has Made Available a copy of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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 for each parcel of Escrow. If Owned Real Property that was obtained by the Authority does so elect, it will notify Developer within thirty fee holding Seller in connection with the acquisition of such Owned Real Property. (305) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it Seller has elected not to remove the exception or expiration Made Available a copy of the thirty (30) day period, whichever occurs earlier, Title Commitment for each parcel of Contracted Real Property that was obtained by Seller in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,connection with its due diligence under such Contract and all related title objections and responses thereto.

Title. The Authority agrees that it shall not cause (a) Purchaser acknowledges receipt of the Preliminary Title Report, together with all documents and information pertaining to be created any the exceptions to title listed in such report and the Survey and further acknowledges that all matters described on Schedule B to the Preliminary Title Report (as set forth on Exhibit J to this Agreement) or disclosed on the Survey (excepting solely any Must Removes) are approved by Purchaser and shall be deemed Permitted Title Exceptions, provided, however, that Seller agrees that the following exceptions to title (“Must Removes”) shall not be treated as Permitted Title Exceptions (even if or to the extent set forth on the Preliminary Title Report or the Survey) and shall be removed at Seller’s sole cost and expense on or prior to the Closing Date: (i) any mortgage, deed of trust, security agreement or other than exceptions created similar encumbrance securing monetary obligations of Seller, (ii) any federal or state income tax liens against Seller, (iii) any judgment liens against Seller, (iv) any inchoate mechanics’ or similar liens arising out of any work of improvement performed at the Property by or on behalf of Seller (subject to prorations pursuant to Section 11 below), (v) any other exceptions to title objected to by Purchaser which Seller may remove solely by payment (or approved bonding with maximum liability) of amounts which in the aggregate do not exceed One Hundred Fifty Thousand Dollars ($150,000) and (vi) any other exceptions to title created or acquiesced to by Developer (“Authority’s Seller or any Affiliate of Seller in breach of Section 14(b) below. Seller shall execute and deliver customary certifications and affidavits to the Title Covenant”). Promptly after Escrow opensCompany, Developer including certifications and affidavits relating to the status of leases and mechanics’ liens, but shall cause not be required to escrow any monies with the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be in connection therewith, unless (A) so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchangecertification or affidavit delivered in order to effect the removal from the Title Policy of a Must Remove or (B) Seller has so agreed to such an undertaking pursuant to Section 4(b)(x) or (y) below. (b) In the event that any matters of record not identified in the Preliminary Title Report or the Survey become known to Seller or Purchaser or otherwise arise only following the date of this Agreement (“Intervening Title Matters”). Developer must notify , such matters shall be treated as Permitted Title Exceptions only if (x) the Authority in writing Title Company is willing fully to insure over such matters by endorsement or otherwise, without the payment of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost maymaterial premium or charge other than premiums or charges Seller, in its sole and absolute discretion, elect shall undertake to bear, or (y) Seller affords an undertaking in writing on or prior to the Closing Date to effect a cure of such matters reasonably satisfactory to Purchaser. If Intervening Title Matters do not so constitute Permitted Title Exceptions, Purchaser shall have the rights afforded in Section 8(a) below if Seller does not remove such items. In no event, however, shall any title exception created solely by any acts or omissions of Purchaser or its agents be treated as an Intervening Title Matter or a Must Remove and Seller shall have no obligation to remove or otherwise cause the Title Company not any such title exceptions as a condition to show any exception Purchaser’s obligation to which Developer objected on the owner’s title insurance policy to be issued to Developer at close of Escrowunder this Agreement. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer The parties further agree that either party shall have the right to (i) terminate this DDA as postpone a scheduled Closing Date to a Business Day designated in a notice given to the Lot or Lots affected by such exception, by notice other party not later than one Business Day prior to the Authority delivered within ten scheduled Closing Date if Intervening Title Matters arise which would not constitute a Permitted Title Exception under the provisions of this Section 4(b), provided that (101) such extension shall be for not more than 30 days after Developer receives and (2) during such extension period the Authority’s party giving the notice that it has elected not of extension shall exercise diligent efforts to remove pursue the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement elimination or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,remedy for such Intervening Title Matters.

Title. The Authority agrees that it shall not cause to be created any exceptions to Each Obligor owns good, marketable and indefeasible title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver in fee to the Authority applicable Properties (except for any Ground Lease Property, as to which such applicable Obligor has good, marketable and Developer preliminary indefeasible title reports or commitments for to the leasehold estate therein), and good title insurance for to the property to be so conveyedrelated personal property, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgages, when properly recorded in the appropriate records, together with copies the Assignments of Rents and Leases and any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) valid, perfected first priority liens on the Properties or the leasehold interests therein, as the case may be, subject only to Permitted Encumbrances, and (ii) perfected security interests in and to, and perfected collateral assignments of, all documents relating personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to title exceptions shown any applicable Permitted Encumbrances. The Permitted Encumbrances do not and will not materially adversely affect or interfere with the value, or current use or operation, of any Property. The Permitted Encumbrances do not and will not materially adversely affect the security intended to be provided by the Mortgages or the Obligors' ability to repay the Loan in accordance with the terms of the Loan Documents. Except as indicated in and insured over by a Qualified Title Insurance Policy, no Obligor has received any written notice of any claims for payment for work, labor or materials affecting any Property which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents, and to the Obligors' knowledge no such claims exist. NOTHING IN THIS PARAGRAPH MAY BE RELIED ON BY ANY TITLE INSURANCE COMPANY ISSUING A QUALIFIED TITLE INSURANCE POLICY. The Assignments of Rents and Leases, when properly recorded in the “Title Report” (collectivelyappropriate records, create a “PTR Package”). Other than exceptions existing at valid first priority assignment of, or a valid first priority security interest in, certain rights under the time the Navy conveyed such property related Leases, subject only to licenses granted therein to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed Obligors to include a Reversionary Quitclaim Deed delivered under Section 16.5 exercise certain rights and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all perform certain obligations of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodlessor under such Leases, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have including the right to (i) terminate this DDA as operate the related Properties. No Person other than the Obligors owns any interest in any payments due under such Leases that is superior to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,equal priority with Lender's interest therein.

Title. No financing statement, mortgage, or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent pursuant to this Security Agreement or as are permitted by the Credit Agreement. The Authority agrees that it shall not cause security interests granted pursuant to be created any exceptions this Security Agreement constitute a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Obligations and upon completion of the filings and other actions specified on Schedule 3.3 hereto (all of which, in the case of all filings and other documents referred to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow openssuch Schedule, Developer shall cause the Title Company to deliver have been delivered to the Authority Collateral Agent in duly completed and Developer preliminary title reports or commitments for title insurance for duly executed form, as applicable, and may be filed by the property to be so conveyed, together with copies Collateral Agent at any time) and payment of all documents relating to title exceptions shown filing fees, will constitute fully perfected security interests in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown Collateral (other than agreements under 17 U.S.C. § 201(d)(2) and Intellectual Property, other than Registered Intellectual Property to the extent such perfection requires registration with the United States Patent and Trademark Office or United States Copyright Office, except to the extent such registration is required under Section 6.4 of this Security Agreement) prior to all other Liens on the PTR Package will be deemed to be Collateral except for Permitted ExceptionsEncumbrances arising by operation of law that have priority under such law and Permitted Encumbrances permitted by clause (t) of the definition of “Permitted Encumbrances” in the Credit Agreement. If Developer does so object Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including without limitation those specified in Section 3.4(c) hereof to: (a) establish the Collateral Agent’s “control” (within the twenty meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Related Collateral constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (20other than as provided for in Sections 3.1 and 3.4(c) day periodhereof), (b) establish the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the ownerCollateral Agent’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty “control” (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration meaning of Section 9-104 of the thirty UCC) over all Deposit Accounts (30other than Excluded DDAs), (c) day period, whichever occurs earlier, in which case establish the Authority can proceed to market Collateral Agent’s “control” (within the property to others without any cost reimbursement or other obligation to Developer except as provided in meaning of Section 6.3 9-107 of the Financing Plan,UCC) over all Related Collateral constituting Letter-of-Credit Rights, (d) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the UCC) over all Related Collateral constituting Electronic Chattel Paper and (e) establish the Collateral Agent’s “control” (within the meaning of Section 16 of the UETA) over all Related Collateral constituting “transferable records” (as defined in the UETA).

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part Buyer hereby acknowledges receipt of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package title commitment (the “Title Objection PeriodCommitment”) issued by the Closing Agent as agent for Vintage Title of Louisiana, Inc (“Closing Agent”), whose address is 425 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. If Developer fails Buyer hereby agrees to so object within accept title to the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right Property subject to (i) terminate this DDA as to all standard exclusions and printed exceptions set forth in the Lot or Lots affected Title Commitment,, including all matters that would be disclosed by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration a current and accurate survey of the thirty Property; (30ii) day periodliens for taxes not yet due and payable; (iii) easements for public utilities affecting the Property: (iv) all other easements or claims to easements, whichever occurs earliercovenants, restrictions and rights-of-way affecting the Property; (v) rights and claims of parties in possession; and (vi) all title exceptions referenced in Schedule B of the Title Commitment (the foregoing title 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 current year and those matters, if any, which case are waived by Buyer pursuant to this Paragraph 10, shall also be deemed Permitted Title Exceptions. At or prior to Closing, Seller shall satisfy all requirements on Schedule C which are the Authority can proceed to market responsibility of a. Maps and depictions included in the property to others without marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any cost reimbursement of these materials or other obligation information to Developer except as provided in Section 6.3 be accurate or complete. b. Any fencing situated on the Property is not necessarily an indication of the Financing Plan,Property 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 the Title Commitment and the Survey.

Title. The Authority agrees that it shall (a) Borrower owns good, marketable and insurable fee or leasehold title, as applicable, to the Mortgaged Properties and good and marketable title to the related personal property and FF&E (to the extent not cause owned by the tenants (including TRS Lessee), guests or employees at the Mortgaged Properties), to be created the Collateral Accounts and to any exceptions to title other Collateral (other than exceptions created on behalf the TRS Lessee Pledged Collateral), in each case free and clear of or approved by Developer (“Authority’s Title Covenant”)all Liens whatsoever except the Permitted Encumbrances. Promptly after Escrow opensThe Mortgages, Developer shall cause when properly recorded in the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyedappropriate records, together with copies any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) valid, perfected first priority Liens on the Mortgaged Properties (or, as applicable, Borrower’s ground leasehold estate ownership interest therein) and the rents therefrom, enforceable as such against creditors of all documents relating and purchasers from Borrower and subject only to title exceptions shown in the “Title Report” Permitted Encumbrances, and (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property ii) perfected Liens (pursuant to the Authority (Uniform Commercial Code of the “Existing Navy Exceptions”State of Delaware) or created on behalf of Developer or in and to all personalty owned by Borrower, all in accordance with Developerthe terms thereof, in each case subject only to any applicable Permitted Encumbrances. To Borrower’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navyknowledge, the Mitigation Measures Permitted Encumbrances do not and will not affect or under interfere with the Housing Plan)value, Developer may object or current use or operation, of the Mortgaged Properties, or the security intended to any exceptions shown on be provided by the PTR Package that would materially and adversely affect DeveloperMortgages or Borrower’s ability to finance 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 Loan Documents. No creditor of Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral. (b) TRS Lessee owns good title to the TRS Lessee Pledged Collateral free and use clear of all Liens whatsoever except the real property 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 permitted under this DDA such against creditors of and purchasers from TRS Lessee and subject only to Permitted Encumbrances, and (excluding ii) perfected Liens (pursuant to the Uniform Commercial Code of the State of Delaware or other applicable State of organization of any Public Trust exception that will be removed TRS Lessee) in and to all personalty owned by TRS Lessee in connection with a Public Trust Exchange)the Mortgaged Properties, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. Developer must notify To Borrower’s knowledge, the Authority in writing of any such objection within twenty (20) days after Developer receives Permitted Encumbrances do not and will not affect or interfere with the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day periodvalue, then all or current use or operation, of the exceptions shown on TRS Lessee Pledged Collateral, or the PTR Package will be deemed security intended to be Permitted Exceptions. If Developer does so object within provided by the twenty (20) day period, the Authority at its cost mayMortgages, in each case, other than in a way that would not have a Material Adverse Effect. No creditor of TRS Lessee other than Lender has in its sole possession any goods that constitute or evidence the TRS Lessee Pledged Collateral. (c) Each Encumbered Property Owner owns good, marketable and absolute discretioninsurable fee or leasehold title, elect as applicable, to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the owner’s its respective Encumbered Property and good and marketable title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice related personal property (to the Authority delivered within ten extent not owned by the tenants (10) days after Developer receives including any operating lessee), guests or employees at the Authority’s notice Encumbered Properties), in each case free and clear of all Liens whatsoever except for Liens securing the Encumbered Property Indebtedness and any Liens that it has elected not to remove the exception would constitute “Permitted Encumbrances” hereunder or expiration any analogous term under any of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Encumbered Property Indebtedness Documents.

Title. The Authority agrees (a) Purchaser shall have the right to object in writing to any Title Defect disclosed in any title commitment, survey and/or Updated Survey and to any issue relating to any Undelivered Benderson Loan Documents, provided, however, that it Purchaser shall identify all Title Defects: (i) with respect to Properties for which a complete and current title commitment which has an effective date on or after January 31, 2004 (each a "CURRENT COMMITMENT") has been delivered to ▇▇▇▇ ▇▇▇▇▇▇ of the Cleveland, Ohio office of ▇▇▇▇▇ Day as of March 28, 2004 and no Updated Survey has been ordered for such Properties, not later than April 2, 2004, (ii) with respect to Properties for which ▇▇▇▇ ▇▇▇▇▇▇ has not received a Current Commitment and no Updated Survey has been ordered, within five (5) days after receipt of such Current Commitment, (iii) with respect to Properties for which ▇▇▇▇ ▇▇▇▇▇▇ has received a Current Commitment and an Updated Survey has been ordered, within five (5) days after receipt of the later of the Current Commitment and the Updated Survey for such Property, and (iv) with respect to Undelivered Benderson Loan Documents, within five (5) days after receipt of the applicable Undelivered Benderson Loan Documents by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the Cleveland, Ohio office of ▇▇▇▇▇ Day (provided that Purchaser or its legal counsel, has all the applicable documents necessary to review and analyze the applicable Undelivered Benderson Loan Document). Any Title Defects and/or issues relating to any of the Undelivered Benderson Loan Documents that are objected to by Purchaser in accordance with this Section 3.3 shall be herein collectively called the "TITLE OBJECTIONS." (b) With respect to any Title Objections (other than the matters required by Seller to be cured on or before Closing pursuant to Subsection 3.3(d)), the Closing Date with respect to the Property affected by such Title Objection shall be deferred (unless Purchaser elects to proceed with Closing subject to the Title Objection), and Seller shall have a period of up to one hundred eighty (180) days from the scheduled Closing Date set forth in Section 9.1 to remove or correct the Title Objections, provided, however, that Seller shall not cause be obligated to remove or correct any Title Objection (other than the matters required by Seller to be created any exceptions cured on or before Closing pursuant to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”Subsection 3.3(d)). Promptly after Escrow opens, Developer Seller shall cause the give Purchaser written notice of whether or not it intends to remove or correct such Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection Objections within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,of

Title. The Authority agrees that it shall not cause Title to the Property is to be created good and marketable and insurable by the Title Company at regular rates without exception, except for such matters that are acceptable to Buyer, in B▇▇▇▇’s sole discretion. Within one (1) business day after the Effective Date, Seller shall place an order with the Title Company for (i) a commitment for owner’s title insurance for the Real Property and (ii) a commitment for a leasehold owner’s title policy for the Leasehold Interest issued by the Title Company, along with true, correct and legible copies of the items and documents referenced therein (collectively, the “Title Commitment”). Prior to the Closing, Buyer may, at B▇▇▇▇’s expense, obtain and deliver to Seller a new or updated survey of the Real Property (“Survey”). In the event Buyer does not obtain a new Survey, upon the written request of Buyer, if the following statements (i) and (ii) are true at the time of Buyer’s request, Seller shall provide a survey affidavit stating that since the date of the existing survey, (i) no changes to the improvements have been made and (ii) no easements have been granted by Seller with respect to the Real Property as reflected in the existing survey or otherwise specifying such changes and/or easements, in such form and substance as is reasonable acceptable to Seller and Title Company. If Buyer finds any of the exceptions to title other than exceptions created the Vesting Deed Exceptions referenced or disclosed in the Title Commitment or finds any matter shown or disclosed on behalf the Survey that would constitute a Title Objection, Buyer shall, on or before the date that is five (5) business days after B▇▇▇▇’s receipt of the last of the Survey, the Title Commitment, and legible copies of the instruments and documents referenced therein, give written notice to Seller setting forth Buyer’s objections to matters appearing on the Title Commitment or approved by Developer Survey (“Authority’s Title CovenantObjections”). Promptly For the avoidance of doubt, Vesting Deed Exceptions shall not constitute Title Objections under this Agreement and shall be deemed Permitted Exceptions (as defined below). If Buyer fails to give such notice timely, Buyer shall be deemed to have accepted all title exceptions that are set forth in the Title Commitment or shown on the Survey as of such date other than Mandatory Cure Items (defined below), and such items shall be deemed “Permitted Exceptions”, subject to the terms of Paragraph 7(a) above. Seller may but will not be obligated to cure any Title Objections; provided, however, that Seller shall, prior to Closing, cure all Mandatory Cure Items. Seller shall have three (3) business days from Seller’s receipt of Buyer’s Title Objections to either (i) remedy the Title Objections in a manner reasonably satisfactory to Buyer, or (ii) notify Buyer that Seller is unwilling or unable to remedy the Title Objections (“Seller’s Response”). Within two (2) business days after Escrow opensB▇▇▇▇’s receipt of Seller’s Response, Developer Buyer shall have the option to either (i) waive such Title Objections that remain uncured and proceed to Closing (in which event any remaining uncured Title Objections will be deemed Permitted Exceptions), or (ii) terminate this Agreement by delivery of written notice thereof to Seller, whereupon the E▇▇▇▇▇▇ Money and any interest thereon shall be returned to Buyer, and Seller and B▇▇▇▇ shall have no further rights or obligations to one another hereunder except those obligations that specifically survive termination. At Closing, Seller shall also cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for Buyer (i) an ALTA extended coverage owner’s policy of title insurance for the property to be so conveyedReal Property and (ii) an ALTA extended coverage leasehold owner’s title policy for the Leasehold Interest (collectively, together with copies of all documents relating to title exceptions shown in the “Title Report” Policy”) in the amount of the Purchase Price insuring that, upon Closing, Buyer is the owner of indefeasible fee simple title to the Real Property and the Leasehold Interest subject only to the Permitted Exceptions, and further provided that the premium for such Title Policy shall be paid by the party designated in Paragraph 8 above. Notwithstanding anything to the contrary, at or before Closing, Seller shall pay off in full any debt or other lien that is secured by the Property and shall cause all deeds of trust, mortgages, and other liens (except for any lien for the current real estate taxes, not yet due and payable) affecting the Property, except for any liens or other debts that have attached to the Property due to the actions of Buyer (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy ExceptionsMandatory Cure Items”) or created on behalf of Developer or with Developer’s approval (which exceptions to be fully released and cured at Closing, and in no event shall such items be deemed Permitted Exceptions regardless of whether Buyer objects to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange)same. Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the The Title Company not is authorized to show use any exception closing proceeds necessary to which Developer objected on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without pay off and/or discharge any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Mandatory Cure Items.

Title. The Authority agrees (a) Seller warrants that it has good marketable record fee simple title to the Property subject only to applicable zoning ordinances and regulations, taxes for the current year not yet due and payable, and utility and drainage easements; provided, however, Purchaser shall accept title to the Property subject only to such easements as Purchaser shall reasonably determine will not cause interfere with the development and operation of the Property as a commercial development. Seller shall, at the closing, convey the Property to be created any Purchaser by general warranty deed, with good and marketable title in fee simple, free and clear of all liens or encumbrances except as set forth above. "Good and marketable title", as used herein, shall mean title which is insurable by a reputable national title insurance company (the "Title Company") at standard rates on the AL T A form then in use in the county where the land lies and with only the exceptions set forth above or which are otherwise acceptable to title other than exceptions created on behalf of or approved by Developer Purchaser (“Authority’s Title Covenant”the "Permitted Exceptions"). Promptly The availability of such title insurance shall be conclusive evidence of the marketability of title to the Property, and, conversely, the inability of Purchaser to obtain such policy shall be conclusive evidence that title to the Property is not marketable as required herein. (b) Within twenty five (25) days after Escrow opensthis Agreement is executed by the parties, Developer Purchaser shall cause obtain, if available based upon the status of Seller's title, a title insurance commitment (the "Commitment") issued by the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for provide a standard AL TA owner's title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority policy (the “Existing Navy Exceptions”"Title Policy") or created to Purchaser and shall forward a copy of the Commitment to Seller upon receipt from the Title Company. Approval as to all easements and exceptions which show on behalf of Developer or with Developer’s approval (which exceptions the Commitment shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA given five (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (205) days after Developer receives Purchaser's receipt of the complete PTR Package Commitment unless on or before the 5th day of said period, Purchaser shall give notice to Seller that it disapproves an item or items. In such case, the removal of each item so disapproved shall be a condition to Purchaser's obligation to close. Seller will have ten (10) days from the “Title Objection Period”)receipt of such notice within which to take steps to cure such defects. If Developer fails Seller is unable to so object cure such defects within the twenty (20) said ten-day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Purchaser shall have the right to (i) terminate this DDA as Agreement and receive a prompt refund of Purchaser's Earnest Money and this Agreement shall be void and without furt▇▇▇ recourse to the Lot or Lots affected by parties. In the alternative, Purchaser may elect to accept such exception, by notice title as Seller can deliver to the Authority delivered within ten (10) days after Developer receives Property in its then condition and pay the Authority’s notice Purchase Price without deduction. At closing, Seller will execute and deliver an affidavit to the effect that it has elected not to remove the exception or expiration best of the thirty (30) day periodSeller's knowledge, whichever occurs earlierthere are no judgments, in which case the Authority can proceed to market the property to others without any cost reimbursement bankruptcies, liens, leases or other obligation claims of any nature whatsoever against or with respect to Developer the Property or against Seller which would in any way create an encumbrance upon the Property (except as provided in Section 6.3 of for the Financing Plan,Permitted Exceptions).

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s a) Lessor has Defensible Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver in and to the Authority Leased Property. (b) Except as set forth in SCHEDULE 7.4(b) and Developer preliminary title reports excluding any representation or commitments for title insurance warranty relating to Environmental Laws or Environmental Permits, Lessor has not received any written notice to the effect that (i) any betterment assessments have been levied against, or condemnation or re-zoning proceedings are pending or threatened with respect to the Leased Property, or (ii) any zoning, building or similar law or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on the Leased Property as used and operated on the date of this Lease. There are no outstanding abatement proceedings or appeals with respect to the assessment of the Leased Property for the purpose of real property taxes, and, except as referenced in Section 21.14(d), there is no written agreement with any Governmental Body with respect to be so conveyedsuch assessments or tax rates on the Leased Property. Schedule 7.4(b) sets forth a list of material leases related to the Leased Property where Lessor is the lessee or lessor. (c) All pipelines, together pipeline easements, utility lines, utility easements and other easements, leaseholds, servitudes and rights-of-way burdening or benefiting any of the Leased Property will not at Closing unreasonably and materially interfere with copies of all documents relating to title exceptions shown or prevent any material operations conducted on the Leased Property by Lessor in the “Title Report” (collectivelymanner operated on the date of this Lease. Except as set forth on Schedule 7.4(c) and for Permitted Encumbrances, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object respect to any exceptions shown pipeline, utility, access or other easements, servitudes or leaseholds located on or directly serving the PTR Package that would materially Leased Property and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed owned or used by Lessor in connection with a Public Trust Exchange). Developer must notify its operations at the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to Leased Property: (i) terminate this DDA as Lessor either has the contractual right to use or is the exclusive or non-exclusive legal and beneficial owner of the respective easement and leasehold established thereunder; (ii) such leaseholds, easements and the rights and interests of Lessor thereunder are in all material respects in full force and effect; and (iii) to Lessor's knowledge, no material defaults exist thereunder and no events or conditions exist which, with or without notice of lapse of time or both, would constitute a material default thereunder or result in a termination. (d) Lessor has good and valid title to the Lot or Lots affected by such exceptionEquipment and Inventory, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration free and clear of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer all Liens except as provided in Section 6.3 of the Financing Plan,Permitted Liens.

Title. The Authority agrees Seller represents and warrants that it shall not cause to be created any exceptions to Seller presently has good and marketable fee simple title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority Property, and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property sale is consummated ("Closing"), Seller agrees to convey marketable and insurable fee simple title to the Authority Property to Purchaser by a limited warranty deed. Good and marketable fee simple title is hereby defined as title which a title insurance company licensed to do business in the State of Georgia (the “Existing Navy "Title Company") will insure at its standard rates on an ALTA Owner Policy, without exception other than the following "Permitted Title Exceptions”": (1) zoning ordinances affecting the Property, (2) general utility, sewer and drainage easements of record upon which the improvements do not encroach, (3) subdivision easements of record, and (4) leases, other easements, and encumbrances specified in this Agreement. It is understood and agreed that said marketability shall be determined in accordance with Georgia law as supplemented by the Title Standards of the State Bar of Georgia. Purchaser shall have a reasonable time following the end of the Inspection Period (as hereinafter defined) in which to examine title and to furnish Seller with a written statement of objections affecting the marketability of said title, other than the Permitted Title Exceptions ("Title Objections"). Seller shall then have until the earlier of the Closing Date (as hereinafter defined) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If such objections to exercise Seller's best efforts to satisfy all such objections (except those objections of a monetary nature, which shall be satisfied by Seller by the Authority elects payment of money at or prior to Closing) and, if Seller fails to satisfy such objections, then, at the option of Purchaser evidenced by written notice to Seller: (A) the Closing Date shall be extended by the additional time (not to remove the exception exceed sixty [60] days) required for Seller to satisfy such objections; (B) Purchaser may accept title subject to such objections; (C) Purchaser may pursue any and all remedies available to it at law or fails to respond within the thirty equity including an action for specific performance of this Agreement; or, (30D) day period, then Developer shall have the right to (i) Purchaser may terminate this DDA as Agreement, whereupon Purchaser shall be entitled to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration a refund of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,▇▇▇▇▇▇▇ Money.

Title. The Authority agrees that it Purchaser shall not cause to be created any exceptions to obtain a current form ALTA title other than exceptions created on behalf of or approved commitment(s) issued by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to (individually or collectively as the Authority and Developer preliminary title reports or commitments context requires, the “Commitment”) for a title insurance policy in the current ALTA policy form (the “Title Policy”) for the property to be so conveyedLand, together with copies of all recorded documents relating to title exceptions shown referenced in the Commitment, either through hyperlinks or .pdf copies. The Commitment and Title Policy shall show that each Seller has good, marketable and indefeasible fee simple title to the Land and Improvements owned by such Seller, subject only to the Permitted Exceptions. For the avoidance of doubt, Sellers shall remove, at Sellers’ cost and expense, on or prior to the Closing Date, all Mandatory Cure Items. The Title Policy may, at Purchaser’s election, also contain (i) a so-called “Title Reporttax parcel endorsement” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”ALTA Form 18.1) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then listing all of the exceptions shown on tax parcel identification numbers affecting the PTR Package will Land and confirming that no other property is included in the Land and that no other tax parcel identification numbers affect such Land, (ii) a contiguity endorsement (ALTA Form 19), (iii) a zoning endorsement (ALTA Form 3.1) in form and substance acceptable to Purchaser, (iv) extended coverage deleting all standard and general exceptions, (v) the following endorsements: environmental (ALTA Form 8.2), restrictions, easements and minerals endorsement (ALTA Form 9.2), same as survey endorsement (ALTA Form 25), access endorsement (ALTA Form 17), subdivision endorsement (ALTA Form 26), utility facility endorsement (ALTA Form 17.2) and arbitration endorsement, and (vi) any other endorsements requested by ▇▇▇▇▇▇▇▇▇; provided, however, that for the avoidance of doubt, ▇▇▇▇▇▇▇▇▇’s election to obtain any of the forgoing shall not be deemed a condition to Purchaser’s obligation to proceed to Closing and shall not be Permitted Exceptionsconstrued to require Sellers to incur any material cost or expense to deliver additional documents to obtain such elected coverages. If Developer does so object within At the twenty (20) day periodClosing, subject to the Authority at its cost mayfulfillment of the respective obligations of Sellers and Purchaser set forth herein, in its sole and absolute 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 there shall be issued to Developer at close Purchaser the Title Policies in the amount of Escrowthe Purchase Price. If Sellers agree to provide customary lien waivers, affidavits and/or undertakings, including the Authority does so electOwner’s Affidavits (as defined below), it will notify Developer within thirty (30) days after receipt of Developer’s objection. If in form and substance reasonably acceptable to Sellers, in order to delete the Authority 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 applicable standard exceptions to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Title Policy.

Title. (a) At Closing, the Partnership will hold good, marketable and insurable fee simple title to the Property, free and clear of all liens, charges and encumbrances, except the Permitted Exceptions. (b) Within 10 days of the execution of this Contribution Agreement, the Partnership will furnish and deliver to Home Properties a copy of the most recent title policy issued with respect to the Property and a copy of the most recent survey of the Property. (c) The Authority obligation of Home Properties to complete the transaction described in this Agreement is conditioned upon the ability of Home Properties to obtain title insurance with respect to the Property insuring that, as of the Closing Date, title to the Property is not subject to any liens, encumbrances or other than the Permitted Exceptions. (d) The Partnership agrees that that, upon the request of Home Properties, it will provide an affidavit in such customary form as shall not cause allow to be created obtain a non-imputation endorsement to the title policy purchased by Home Properties. (e) If any title commitment, UCC search or survey discloses exceptions to title other than exceptions created on behalf of the Permitted Exceptions, or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver any other matter which does not conform to the Authority and Developer preliminary title reports or commitments for title insurance for requirements of this Agreement, Home Properties shall so notify the property Partnership in writing, such notice to be so conveyedfurnished to the Partnership, together with copies if at all, within fifteen (15) days following receipt by Home Properties of all documents relating the title commitments, the UCC searches and surveys, but not later than the end of the Due Diligence Period. The Partnership shall have the right, but not the obligation, within forty-five (45) days from the date of the receipt of such notice by the Partnership (the "Correction Period"), to have each such unpermitted exception to title exceptions shown removed, or to correct each such other matter, in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property each case to the Authority reasonable satisfaction of the Home Properties. Home Properties shall have no obligation to close within the Correction Period unless the Partnership shall have caused each unpermitted exception to be removed or corrected to the reasonable satisfaction of Home Properties. If, within the Correction Period, the Partnership fails to have each such unpermitted exception removed, or to correct each such other matter as aforesaid, Home Properties may, at its option, and as the sole and exclusive remedy of Home Properties, either (i) terminate this Agreement, in which event this Agreement, without further action of the “Existing Navy Exceptions”parties, shall become null and void such that neither party shall have any further rights or obligations under this Agreement, or (ii) or created on behalf elect to take title to each Property as it then is. If Home Properties fails to make either such election within five (5) days following the expiration of Developer or with Developer’s approval (which exceptions the Correction Period, Home Properties shall be deemed to include have elected option (ii). Any exception to title (other than a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing PlanPermitted Exception), Developer may object or any other matter which does not conform to any exceptions shown on the PTR Package that would materially requirements of this Agreement, to which the Home Properties does not object, as aforesaid, shall be deemed approved by Home Properties, and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will shall be deemed to be an additional Permitted ExceptionsException. If Developer does so object within Notwithstanding anything to the twenty (20) day periodcontrary contained herein, the Authority at its cost may, in its sole and absolute discretion, elect Partnership shall be obligated to remove (or otherwise to cause the Title Company not title company to show affirmatively insure over) at the expense of the Partnership (a) any exception mortgages or deeds to which Developer objected secure debt regarding any financing obtained by any Partnership, other than the Bonds; (b) any mechanic's or materialman's lien for work done on any Property on behalf of the owner’s title insurance policy to be issued to Developer Partnership; and (c) any other monetary lien against any Property resulting from any act or omission of the Partnership. (f) If required by Home Properties, the Partnership shall obtain at close of Escrow. If the Authority does so electHome Properties' sole expense, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration issuance and closing of the thirty (30) day periodRefunded Bonds, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 a current survey of the Financing Plan,Property prepared by a duly licensed surveyor selected by Partnership. The survey shall be in form and substance reasonably satisfactory to Home Properties, but it shall not be required to meet the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys.

Title. The Authority agrees that it shall not At Seller’s expense, Seller will deliver or cause to be created any exceptions delivered to Buyer or Buyer’s attorney within customary time limitations and sufficiently in advance of Closing, as evidence of title other than exceptions created in Seller or Grantor, a title commitment for an ALTA title insurance policy in the amount of the Purchase Price with extended coverage by a title company licensed to operate in the State of Illinois, issued on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver subsequent to the Authority and Developer preliminary title reports or commitments Date of Acceptance, subject only to items listed in Paragraph 14. The requirement of providing extended coverage shall not apply if the Real Estate is vacant land. The commitment for title insurance for the property to furnished by Seller will be so conveyedconclusive evidence of good and merchantable title. ______________ Buyer Initial______________ Buyer Initial _____________ Seller Initial______GG________ Seller Initial Address ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ & ▇▇▇▇▇▇ ▇▇▇▇, together with copies ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Page 3 of all documents relating to title exceptions shown in the “Title Report” (collectively6 ) March 2006 Code 6007 Mainstreet Organization of Realtors Exhibit 10.1 as therein shown, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property subject only to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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 Escrowtherein stated. If the Authority does so electtitle commitment discloses unpermitted exceptions, it will notify Developer within thirty (30) days after receipt or if the Plat of Developer’s objectionSurvey shows any encroachments which are not acceptable to Buyer, then Seller shall have said exceptions or encroachments removed or have the title insurer commit to insure against loss or damage that may be caused by such exceptions or encroachments. If the Authority elects not to remove the exception or Seller fails to respond within have unpermitted exceptions waived or title insured over prior to Closing, Buyer may elect to take the thirty (30) day periodtitle as it then is, then Developer shall have with the right to (i) terminate this DDA as to deduct from the Lot or Lots affected by such exceptionPurchase Price prior encumbrances of a definite of ascertainable amount. Seller shall furnish Buyer at Closing an Affidavit of Title covering the date of Closing, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration and shall sign any other customary forms required for issuance of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,an ALTA Insurance Policy.

Title. The Authority agrees that it From and after the Effective Date, Buyer shall not cause have the right to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for order a title insurance for commitment prepared in accordance with all of the property to be so conveyed, together with copies terms and conditions of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Agreement (the “Title Objection PeriodCommitment”). If Developer fails . (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company acceptable to so object within Buyer (the twenty (20) day period“Title Company”), then all agreeing during the Due Diligence Period to issue, upon recording of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodgeneral warranty deed described in this Agreement, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the an ALTA owner’s title insurance policy to be Buyer and an ALTA Lender’s title insurance policy issued to Developer at close Buyer’s lender(s), if applicable, in the amount of Escrowthe Purchase Price insuring title to the Real Property to be in the 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 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Buyer also shall have the right to (i) terminate this DDA as cause the Title Company at or prior to Closing to down date the Title Commitment to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration date and time of the thirty recording of the Deed and provide a “title ▇▇▇▇-up” showing the final form of the title insurance policy (30including the above referenced endorsements) day periodto be issued, whichever occurs earlierwhich ▇▇▇▇-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 (1) liens, in which case encumbrances or exceptions specifically approved by Buyer and (2) those additional items set forth on the Authority can proceed attached Schedule 1(g) (the “Permitted Exceptions”). A written statement of the obligee of the amount of any lien or encumbrance to market be discharged by ▇▇▇▇▇▇, ELFP and/or Khair shall be provided by Seller at or prior to Closing. The premium for the property to others without title policy and any cost reimbursement fees for endorsements or other obligation to Developer except as services provided in Section 6.3 of by the Financing Plan,Title Company shall be paid by Buyer on or before Closing.

Title. The Authority agrees that it (a) At least one (l) business day prior to the initial closing, Seller shall not furnish or cause to be created any furnished to Buyer at Seller's expense an Owner's Duplicate Certificate of Title issued by the Registrar of Titles and a Special Tax and Lien Search or a commitment issued by a title insurance company licensed to do business in Illinois, to issue a contract purchaser's title insurance policy on the current form of American Land Title Association Owner's Policy (or equivalent policy) in the amount of the purchase price covering the date hereof, subject only to: (1) the general exceptions contained in the policy, unless the real estate is improved with a single-family dwelling or an apartment building of four or fewer residential units; (2) the "permitted exceptions" set forth in paragraph 2.; (3) prior mortgages permitted in paragraph 6.; (4) other title exceptions pertaining to title other than exceptions created on behalf liens or encumbrances of a definite or approved ascertainable amount, which may be removed by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer the payment of money and which shall cause the Title Company to deliver be removed at or prior to the Authority initial closing and Developer preliminary title reports (5) acts done or commitments for title insurance for suffered by or judgments against the property to be so conveyedBuyer, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectivelyor those claiming by, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures through or under the Housing Plan), Developer may object to any exceptions shown on Buyer. (b) If the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodtitle commitment discloses unpermitted exceptions, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within Seller shall have thirty (30) days after receipt from the date of Developer’s objectiondelivery thereof to have the said exceptions waived, or to have the title insurer commit to insure against loss or damage that may be caused by such exception and the initial closing shall be delayed, if necessary, during said 30-day period to allow Seller time to have said exceptions waived. If the Authority elects not to remove the exception or Seller fails to respond have unpermitted exceptions waived, or in the alternative, to obtain a commitment for title insurance specified above as to such exceptions, within the thirty (30) day periodspecified time, then Developer shall have the right to (i) Buyer may terminate this DDA as to the Lot contract between the parties, or Lots affected by such exceptionmay elect, by upon notice to the Authority delivered Seller within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlierto take the title as it then is, in which case with the Authority can proceed right to market deduct from the property to others purchase price liens and encumbrances of a definite or ascertainable amount. If the Buyer does not so elect, the contract between the parties shall become null and void, without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 further action of the Financing Plan,parties, and all monies paid by Buyer hereunder shall be refunded. (c) Every title commitment which conforms with subparagraphs 8.(a) shall be conclusive evidence of good title therein shown, as to all matters insured by the policy, subject only to special exceptions therein stated. (d) If a Special Tax Search, Lien Search, a Judgment Search or the title commitment discloses judgments against the Buyer which may become liens, the Seller may declare this Agreement null and void and all ▇▇▇▇▇▇▇ money shall be forfeited by the Buyer. (e) ▇▇▇▇▇'s taking possession of the premises shall be conclusive evidence that Buyer in all respects accepts and is satisfied with the physical condition of the premises, all matters shown on the survey and the condition of title to the premises as shown to him on or before the initial closing. Seller shall upon said delivery of possession have no further obligation with respect to the title or to furnish further evidence thereof, except that Seller shall remove any exception or defect not permitted under subparagraph 8.(a) resulting from acts done or suffered by, or judgments against the Seller.

Title. The Authority agrees that Provided Purchaser has satisfied its obligations under the Title Commitment, it shall not cause to be created any exceptions to title other than exceptions created on behalf a condition of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause Closing that the Title Company issue to deliver Purchaser in form and substance acceptable to the Authority and Developer preliminary title reports or commitments for Purchaser, an ALTA owner’s policy of title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority or equivalent (the “Existing Navy ExceptionsOwner’s Policy”) with Purchaser named as insured, dated as of the Closing Date, with a liability limit equal to the Purchase Price, and with reinsurance in amounts and with companies acceptable to Purchaser, insuring that fee title to the Land and Improvements are vested in Purchaser, subject only to the Permitted Exceptions and Tenant Leases. The Owner’s Policy shall include the following express affirmative coverage (either by the express terms of the Owner’s Policy or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Planby title endorsements), Developer may object all in form and substance reasonably acceptable to Purchaser provided the Title Company has committed to issue, without any conditions, such coverage during the Title Review Period: (a) protection against (i) liens for labor, services or materials whether or not of record; (ii) parties in possession (other than tenants under Tenant Leases, as such tenants only); (iii) unrecorded easements; (iv) taxes or special assessments not shown by the public records; and (v) exceptions which a correct survey would disclose; (b) a long form (3.1) zoning endorsement including insurance that the Project is in compliance with all zoning requirements relating to parking and loading docks; (c) if the legal description for the Land contains more than one parcel, a contiguity endorsement for each of the parcels which comprise the Land insuring that such parcels are contiguous parcels of real estate; (d) coverage insuring that the Project has access, that the Project abuts on physically open streets and that the property insured in the Owner’s Policy is the same as that shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA Survey (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchangedefined below). Developer must notify the Authority in writing of any such objection within twenty ; (20e) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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 equivalent of Escrowa so-called Comprehensive Endorsement No. If 1, insuring that there are no encroachments over property lines or easements and that there are no violations of any covenants, conditions or restrictions of record; (f) a endorsement insuring that the Authority does so electProject includes only the tax parcel numbers listed on the Owner’s Policy and that none of such numbers covers property other than the Project; (g) an endorsement insuring that all utilities serving the Project come through publicly dedicated streets or valid, it will notify Developer within thirty perpetual easements; (30h) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,an endorsement insuring over all survey exceptions; and

Title. The Authority agrees Seller warrants that it shall not cause they presently have title to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow openssaid Property, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed sale is consummated agrees to convey marketable and insurable title in and to said Property to Purchaser by 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 Property. Title marketability shall be determined in accordance with Applicable Law, as supplemented by the Title Standards of the State Bar of Association of the state in which the Property 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 the Purchaser; provided that the Seller furnishes any affidavits or other documents, if any, required by the applicable Title Standard to cure such property defect. In the event leases are specified in this Contract, Purchaser agrees to assume Seller's responsibilities there under to the Authority Tenant and to the Broker who negotiated such leases. If Seller is unable to convey title in the quality set forth above, Purchaser shall have the option of either (i) taking such title as Seller can give, without abatement of the “Existing Navy Exceptions”Purchase Price, or (ii) or created being repaid all moneys paid on behalf of Developer or with Developer’s approval (which exceptions account by Purchaser to Seller including ▇▇▇▇▇▇▇ Money held by Auctioneer; and, if Buyer elects to terminate the agreement, there shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 no further liability or obligation by either of the parties hereunder and deed restrictions required as part this Agreement shall become null and void and of a real property conveyance from the Navy, the Mitigation Measures no force or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange)effect. Developer must notify the Authority in writing of any such objection within Purchaser shall have twenty (20) days after Developer receives from the complete PTR Package (Binding Agreement Date in which to examine title and to furnish Seller with a written statement of objections affecting the “Title Objection Period”)insurability of said title. If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Seller shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives from receipt of such objections to satisfy all valid objections and, if Seller fails to satisfy such valid objections within a reasonable time, then at the Authorityoption of Purchaser, evidenced by written notice to Seller, this contract shall be null and void, and Purchaser’s notice ▇▇▇▇▇▇▇ money shall be returned. If Purchaser does not terminate this contract, then Purchaser shall be deemed to have waived any such objections that it has elected not Seller fails to remove satisfy and the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others sale be consummated without any cost reimbursement or other obligation adjustment to Developer except as provided in Section 6.3 of the Financing Plan,price.

Title. Landlord at its expense will, on or before the date that is 45 days after the date of Tenant's exercise of the Purchase Option, furnish to Tenant a commitment ("Title Commitment") for an ALTA owner's policy of title insurance on a standard form ALTA extended coverage form issued by a title insurance company selected by Tenant (the "Title Company") committing to insure marketable title in Tenant in the amount of the Purchase Price. The Authority agrees that it Title Commitment shall not cause show marketable title to the Property in Landlord, free and clear of all liens, charges, encumbrances, and other exceptions (other than arising through Tenant), shall insure the rights and easements appurtenant to or benefitting the Premises, shall name Tenant as the party to be created any insured, shall provide for extended coverage over the standard printed exceptions in the general form of the title policy referred to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensabove, Developer shall cause the Title Company include proper searches covering bankruptcies and state and federal judgments and liens; shall insure access to deliver to the Authority public roads, shall have attached thereto true, correct, and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with legible copies of all documents relating referred to title exceptions shown in the “Title Report” (collectivelytherein; and -19- shall contain a certificate of all taxes and special assessments delinquent, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property payable or pending with respect to the Authority Premises. Within 30 days after receiving the Title Commitment, Tenant may make written objections ("Objections") to the “Existing Navy Exceptions”) or created on behalf form and/or contents of Developer or with Developer’s approval (which exceptions the Title Commitment, provided that Tenant shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may not object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that liens or encumbrances or matters of record created by Tenant. Landlord will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) have 45 days after receipt of Developer’s objectionthe Objections to cure the Objections, during which period the Closing will be postponed as necessary. If Landlord shall use its best efforts to correct any Objections. To the Authority elects not to remove extent an Objection can be satisfied by the exception or fails to respond within the thirty (30) day periodpayment of money, then Developer Tenant shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration apply a portion of the thirty (30) cash payable to Landlord at the Closing to satisfaction of such Objection and the amount so applied shall reduce the amount of cash payable to Landlord at the Closing. If the Objections are not cured within such 45 day period, whichever occurs earlier, in which case Tenant will have the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,option to:

Title. The Authority agrees that it 5.1 Purchaser shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments promptly secure a commitment for title insurance for the property Property in an amount equal to be so conveyedthe Purchase Price ("Title Commitment,") issued by a title insurance company which is licensed to do business in the jurisdiction in which the Property is located ("Title Insurer") for an owner's title insurance policy on the most recent standard American Land Title Association ("ALTA") Policy form, together with legible copies of all documents instruments identified as exceptions therein. Purchaser agrees that it shall be solely responsible for payment of all costs relating to procurement of the Title Commitment and any Owner's or Lender's title exceptions policies. 5.2 Purchaser agrees to accept title to the Land and Improvements, so long as the same is insurable at ordinary rates and any conveyance by special warranty or equivalent deed pursuant to this Purchase Contract shall be subject to the following, acceptable to Purchaser in its sole discretion, all of which shall be deemed "Permitted Exceptions" and Purchaser agrees to accept the deed and title subject thereto: 5. 2.1 All exceptions, acceptable to Purchaser, shown in the “Title Report” (collectivelyCommitment; and 5. 2.2 All Commercial Leases; and 5. 2.3 All Property Contracts and any other existing contracts created in the ordinary course of business by Seller, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such which are approved by Purchaser; and 5. 2.4 Real estate and property taxes to the Authority (extent not due and payable; and 5.3 The existence of other mortgages, liens, or encumbrances affecting the “Existing Navy Exceptions”) title shall not be objections to title, provided that properly executed instruments in recordable form necessary to satisfy and remove the same of record are delivered to the Purchaser at Closing or, in the alternative, with respect to any mortgage or created on behalf deed of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance trust liens, that payoff letters from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all holder of the exceptions shown on the PTR Package will be deemed mortgage or deed of trust liens shall have been delivered to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause accepted by 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. If the Authority does so elect, it will notify Developer within thirty Insurer (30) days after receipt of Developer’s objection. If the Authority elects not sufficient to remove the exception or fails to respond within same from the thirty (30) day periodpolicy issued at Closing), then Developer shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exceptiontogether in either case, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,with recording and/or filing fees.

Title. (a) Seller has delivered to Buyer preliminary title reports or title commitments from First American Title Insurance Company (the "TITLE COMPANY") for (i) an ALTA Owner's Policy of Title Insurance with respect to the Omaha Property in the full amount of the Omaha Purchase Price and (ii) an ALTA Leasehold Owner's Policy of Title Insurance with respect to the Tempe Property in the full amount of the Tempe Purchase Price (jointly, the "TITLE COMMITMENTS"), accompanied by complete and legible copies of all exceptions to title contained therein. (b) On or before the date hereof, Seller shall obtain and deliver to Buyer and the Title Company an "as-built" survey of the Omaha Property prepared by a surveyor or civil engineer licensed in Nebraska (the "OMAHA SURVEY") and an "as-built" survey of the Tempe Property prepared by a surveyor licensed in Arizona (the "TEMPE SURVEy") (the Omaha Survey and the Tempe Survey shall hereinafter be jointly referred to as the "SURVEYS"). Each Survey shall be acceptable in form to Buyer, dated no earlier than October 24, 2005 and shall conform to the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" for urban properties jointly adopted in 1999 including items 1-4, 6-11 and 13-16 of Table A thereof. The Authority agrees that it Surveys shall be certified to Buyer, the Title Company and such other persons as Buyer may reasonably require in the form set forth in EXHIBIT G. (c) At its expense, Seller shall remove, or cause Target to remove, as liens on the Real Property at or prior to the Closing: (i) all delinquent taxes, bonds and assessments together with interest and penalties thereon (but expressly excluding any installments of taxes, bonds and assessments not yet due and payable); (ii) all other monetary liens, including without limitation all those shown on the Title Commitment (including judgment and mechanics liens, whether or not liquidated, and mortgages and deeds of trust, with Target and Seller being fully responsible for any fees or penalties incurred in connection therewith, but specifically excluding those caused by Buyer and its agents, employees and contractors); and (iii) any matter which would constitute a breach by Seller of its representations in Article VII; provided however, with respect to the Tempe Property, neither Seller nor Target shall have any obligation to remove any lien solely encumbering the fee estate of Owner or the ground lease estate of the Ground Lessee. If Seller fails to remove, or cause the removal of, the foregoing items at or prior to the time required above, Buyer may elect to close the purchase of the Property, cure or remove the non-approved matters which have not been removed and, if they are matters required to be created removed by Seller, credit the reasonable costs of such cure or removal against the Purchase Price payable by Buyer. (d) On or before the expiration of the Due Diligence Period, Buyer shall deliver notice to Seller (the "TITLE OBJECTION NOTICE") with a list of anything disapproved by Buyer on each of the Surveys and a list of any exceptions to title shown on the Title Commitments required to be removed by Seller or Target, other than easements and minor exceptions created on behalf which do not materially interfere with the operation or the mortgage financing of or approved by Developer (“Authority’s Title Covenant”)the Property. Promptly after Escrow opens, Developer shall cause Failure of Buyer to give the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Objection Notice shall be deemed to include be an approval of all matters set forth in the Title Commitments and the Surveys. Seller shall have a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required period of two (2) business days to respond as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability whether Seller agrees to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect attempt to remove or otherwise cause the Target to remove such disapproved matters. Failure of Seller to respond in such two (2) business day period shall be deemed a rejection of Buyer's 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 EscrowObjection Notice. If the Authority does so electSeller rejects or is deemed to have rejected Buyer's Title Objection Notice, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Buyer shall have the right to either (iA) take title to the Property subject to such title or Survey defects without abatement or reduction of the Purchase Price or (B) elect to terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, Agreement and receive its Deposit in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,event Seller shall also pay Buyer's

Title. The Authority agrees Except as otherwise agreed by the Seller in writing, for the purposes of this Agreement, "Permitted Exceptions" shall mean the following: (i) current state and county ad valorem real property taxes not due and payable on the date of Closing; (ii) easements for the maintenance of public utilities that it serve only the Property; (iii) any other matters which a current, accurate survey or physical inspection of the Property would show and (iv) any matters of public record, other than Monetary Encumbrances (as hereinafter defined), if any. Prior to the end of the Inspection Period, Purchaser shall not cause secure, at Purchaser's expense, one or more commitments (collectively, the "Title Commitment") for an owner's policy or policies of title insurance (collectively, the "Title Policy") to be created issued by a national title insurance company selected by Purchaser (the "Title Company") at its then current standard rates, without any special premium, in an amount not less than the Purchase Price. Purchaser's obligation to consummate the purchase and sale herein contemplated shall be subject to and conditional upon Purchaser's receipt at Closing of the Title Policy or of a marked-up Title Commitment deleting all exceptions to title (including, without limitation, the standard exceptions the deletion of which does not require a current survey of the Property) other than exceptions created on behalf of or approved by Developer the Permitted Exceptions (“Authority’s Title Covenant”as hereafter defined). Promptly after Escrow opensThe Title Policy shall insure the Purchaser that, Developer upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable and insurable title to the Property, subject only to the Permitted Exceptions. For the purposes of this Agreement, "good, fee simple, marketable and insurable title" shall cause mean fee simple ownership, insurable by the Title Company under the Title Policy, and free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions. Seller hereby covenants and agrees to furnish the Title Company with such affidavits and indemnities (subject to Seller's reasonable approval) as may be reasonably required by the Title Company in order to issue the Title Policy without any exception for unfiled and unrecorded materialmen's and mechanics' liens rights or claims of parties in possession (other than Purchaser or anyone acting by, through or under Purchaser) not shown by the public records and taxes or special assessments which are not shown as existing liens by the public records and as necessary to enable the Title Company to deliver issue so-called "gap" coverage in favor of Purchaser. Purchaser shall have until the end of the Inspection Period in which to give Seller written notice of Purchaser's objections to any encumbrances revealed by the Title Commitment. Following Purchaser's initial title examination, Purchaser shall have until the date of Closing in which to reexamine title to the Authority Property and Developer preliminary title reports or commitments for title insurance for in which to give Seller notice of any additional objections disclosed by such reexamination and which were not filed and indexed of record as of the property effective date of the Title Commitment; upon delivery of such notice to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the NavySeller, the Mitigation Measures or under the Housing Plan), Developer may object process outlined in Section 4.2 below shall again be applicable with respect to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,additional objections.

Title. The Authority agrees that it shall a. Title to the condominium unit will be marketable and insurable, subject only to the following: (i) Taxes for the current year and governmental liens; (ii) Restrictions, covenants, conditions, limitations, agreements, reservations and easements recorded in the public records which do not cause materially interfere with the proposed use of the unit for residential purposes; (iii) Restrictions, covenants, conditions, easements, and other provisions imposed by the Condominium documents which are to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown recorded in the “Title Report” (collectivelypublic records of Broward County, a “PTR Package”). Other than exceptions existing at Florida, including, without limitation, the time Declaration of Condominium, the Navy conveyed such property to the Authority Articles of Incorporation of 551 FLB Condominium Association, Inc. (the “Existing Navy ExceptionsCondominium Association”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on and the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all Bylaws of the exceptions shown on Condominium Association; (iv) Restrictions, covenants, conditions, easements, and other provisions set forth in the PTR Package will be deemed Shared Building Document, to be Permitted Exceptionsrecorded in the Public Records of Broward County, Florida; (v) Standard exceptions for waterfront property and artificially filled-in property which was once in navigable waters and all other standard exceptions for similar property; (vi) Usual exceptions contained in the American Land Title Association approved form of owner’s policy of title insurance; and (vii) any matters not listed above so long as affirmative title insurance is given for such matters. b. Seller shall deliver to Purchaser before closing an Owner’s Commitment of Title Insurance issued by a title insurance company selected by and acceptable to Seller, agreeing to insure title to Purchaser’s Unit, subject only to those items set forth in subparagraph (a) above, and any item that may be cured at closing. If Developer does so object within Seller will pay the twenty (20) day period, cost of the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on premium for the owner’s title policy, and Seller may change the title insurance policy company at any time prior to closing. The commitment shall be conclusive of compliance by the Seller relative to the title requirement of this Agreement. Purchaser shall have seven (7) days from the date of receiving the Owner’s Commitment of Title Insurance to examine it. If title is found to be issued defective, Purchaser shall within said seven (7) day period notify Seller in writing specifying the defect. Seller will have a reasonable period of time to Developer at close of Escrowcorrect the defects identified, but Seller is not obligated to do so. If Seller fails or refuses to correct any defects of title revealed by the Authority does so electTitle Commitment, it will notify Developer within thirty sixty (3060) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day periodnotice by Purchaser and provided Purchaser timely objected, then Developer Purchaser shall have the right to cancel this Agreement and receive a return of all money paid under it, or to proceed to a closing with no abatement of purchase price taking title in its then condition. The foregoing shall be the exclusive rights and remedies of Purchaser for defects in title. c. Notwithstanding that Purchaser is obligated to pay “all-cash” hereunder, in the event Purchaser is obtaining financing with the assistance of a Federally-related mortgage loan and this transaction is otherwise subject to the Real Estate Settlement Procedures Act, Purchaser shall have the right to obtain a title insurance commitment and policy for the Unit from its own sources rather than to receive same from Seller. In the event that Purchaser elects to obtain a title insurance commitment and policy for the Unit from its own sources rather than to receive same from Seller, (i) terminate this DDA as to the Lot or Lots affected by such exception, by Purchaser must provide Seller with written notice to the Authority delivered of same within ten fifteen (1015) days after Developer receives from Purchaser’s execution of this Agreement, (ii) Seller shall have no obligation to provide a title insurance commitment or policy, or any other evidence of title to Purchaser, (iii) Seller will give Purchaser a credit for the Authority’s notice that it has elected not promulgated rate established by the Florida Insurance Commissioner for such title insurance commitment (taking into account any available re-issue rates and new home Purchaser credits), and (iv) Purchaser shall have seven (7) days from the date of receiving the such title insurance commitment to remove the exception or expiration of the thirty examine it, and if title is found to be defective, Purchaser shall within said seven (307) day periodperiod notify Seller in writing specifying the defect, whichever occurs earlierwhereupon Seller will have a reasonable period of time to correct the defects identified, but Seller is not obligated to do so. If Seller fails or refuses to correct any defects objected to in which case accordance with the Authority can foregoing sentence within sixty (60) days of notice by Purchaser and provided Purchaser timely objected, Purchaser shall have the right to cancel this Agreement and receive a return of all money paid under it, or to proceed to market a closing with no abatement of purchase price taking title in its then condition. The foregoing shall be the property to others without any cost reimbursement or other obligation to Developer except as provided exclusive rights and remedies of Purchaser for defects in Section 6.3 of the Financing Plan,title.

Title. The Authority agrees that it shall not cause to be created any exceptions to Borrower has good, marketable and insurable fee simple title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority real property comprising part of the Property, and Developer preliminary good title reports to the balance of such Property, free and clear of all Liens (as defined in the Loan Agreement) whatsoever except the Permitted Encumbrances (as defined in the Loan Agreement), such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. Operator has good, marketable and insurable leasehold interest to the real property comprising part of the Property and good title to or commitments for title insurance for a leasehold interest in the property balance of such Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to be so conveyedthe Loan Documents and the Liens created by the Loan Documents. This Deed of Trust, when properly recorded in the appropriate records, together with copies any Uniform Commercial Code financing statements required to be filed in connection therewith (when filed), will create (a) a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances, such other liens as are permitted pursuant to the Loan Documents, and the Liens created by the Loan Documents, to the extent a security interest may be perfected therein by the recording of this Deed of Trust or by the filing of a Uniform Commercial Code financing statement, and (b) perfected security interests in and to, and perfected collateral assignments of, all documents relating personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to title exceptions shown any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. To Borrower’s and Operator’s knowledge and except as set forth in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property schedules to the Authority Loan Agreement, there are no claims for payment for work, labor or materials affecting the Property which are past due (unless such claims for payments are being contested in accordance with the “Existing Navy Exceptions”terms and conditions of the Loan Agreement) and no such claims are or created on behalf may become a lien prior to, or of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navyequal priority with, the Mitigation Measures or under Liens created by the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Loan Documents.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within Within twenty (20) days after Developer receives following the complete PTR Package Agreement Date, a commitment (hereinafter referred to as the “"Title Objection Period”Commitment") to issue an ALTA Form B (1992) Owner's Title Insurance Policy issued by the Title Company in the amount of the Purchase Price (irrevocable for at least six months), showing fee simple title in Seller to the Land and Improvements and, in addition, all access, ingress and egress and utility easements and rights-of-way required hereunder or used in connection with the Property by the Seller, naming Purchaser as the proposed insured, with title being subject only to real estate taxes not yet due or payable, acts of Purchaser and parties acting through Purchaser, the Permitted Exceptions and such other exceptions as approved in writing by Purchaser and any other title exceptions pertaining to liens or encumbrances of a definite, ascertainable amount which are capable of being, and shall be, removed by the payment of money by Seller at or prior to Closing as confirmed by Purchaser with the Title Company (such other title exceptions being hereinafter referred to as the "Removable Exceptions"). If Developer fails The Title Commitment shall contain an agreement by the Title Company, or shall be supplemented with an agreement by the Title Company delivered to so object Purchaser no later than five (5) days prior to Closing, stating that the title insurance policy which will be issued pursuant to the Title Commitment at the Closing (hereinafter referred to as the "Title Policy") will provide full extended coverage insurance which shall result in the deletion of all general exceptions. The Title Policy shall contain the following affirmative endorsements and such other endorsements as are reasonably requested by Purchaser: (A) an endorsement insuring Purchaser that there are no violations of any restrictive covenants, conditions or restrictions affecting the Land or Improvements, that there are no encroachments by the Improvements onto any easements or any building lines or setbacks affecting the Land, or onto any adjacent property, or any encroachments onto the Land of existing improvements located on adjoining land; (B) an access endorsement insuring that all adjoining streets are public streets and that there is direct and unencumbered access to the same from the Land and the Improvements; (C) a survey endorsement insuring that all the property insured is legally described on a specifically mentioned survey and foundations in place as of the date of such policy are within the twenty lot lines and applicable setback lines, that the Improvements do not encroach onto adjoining land or onto any easements, and that there are no encroachments of improvements from adjoining land onto the Land or any part thereof; (20D) day perioda 3.1 zoning endorsement insuring that the Land and the Improvements are zoned for the present and contemplated building and business thereon and insuring against loss or damage arising due to a prohibition of said use or requiring removal of the Improvements due to a violation of applicable laws or ordinances including but not limited to laws and ordinances relating to area of the Land, then floor area of the Improvements, setbacks, height and parking; (E) a contiguity endorsement insuring that all parcels comprising the Land are contiguous; (F) an endorsement insuring that no instrument, covenant or condition affecting the Land provides for an easement over the Land or for a private assessment or charge; and (G) an endorsement insuring that all of the exceptions shown on Land and the PTR Package will be deemed to be Permitted ExceptionsImprovements are covered by one or more permanent index numbers which do not cover other property. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the The Title Company not shall also undertake to show any exception obtain reinsurance policies with Right of Direct Access in such amounts and with such companies as may be satisfactory to which Developer objected on the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Purchaser.

Title. The Authority agrees that it (a) Transferor shall deliver to Transferee a commitment from ▇▇▇▇▇▇▇ Title Insurance Company (the "Title Company") to issue a 1999 ALTA Owner's (and Leasehold, as applicable) Policy of Title Insurance with respect to the Property in the full amount of the Exchange Price (as allocated by Transferee between the Owned Land and the Ground Leased Land) (the "Title Commitment"), accompanied by legible copies of all exceptions to title contained therein. (c) At its expense, Transferor shall remove as liens on the Real Property at or prior to the Closing: (i) all delinquent taxes, bonds and assessments together with interest and penalties thereon; (ii) all other monetary liens, including, without limitation, (A) the Intercompany Indebtedness and (B) all monetary liens shown on the Title Commitment (including judgment and mechanics liens, whether or not cause liquidated, and mortgages and deeds of trust, with Transferor being fully responsible for any fees or penalties incurred in connection therewith); and (iii) any matter which would constitute a breach by Transferor of its representations in Article VII. If Transferor fails to remove ----------- the foregoing items at or prior to the time required above, Transferee may elect to close the acquisition of the Property, cure or remove the non-approved matters which have not been removed and, if they are matters required to be created removed by Transferor, credit the reasonable costs of such cure or removal against the Exchange Price payable by Transferee. (d) On or before the day which is three (3) business days from the date Transferor delivers to Transferee both the Title Commitment and the Survey, (i) Transferee shall deliver notice to Transferor with a list of anything disapproved by Transferee on the Survey and a list of any exceptions to title shown on the Title Commitment required to be removed by Transferor, other than easements and minor exceptions created which do not materially interfere with the operation of the Property and excluding any exceptions covered under paragraph (c) above. Transferor shall convey title to the Property to Transferee at the Closing subject to no exceptions other than the following ("Permitted Exceptions"): (i) those exceptions or matters set forth in the Title Commitment and Survey not disapproved by Transferee in the manner provided above or (ii) the documents called for by this Agreement to be recorded at the Closing. If Transferee disapproves of any matters in the Title Commitment (or the exceptions thereto) or Survey in writing within such time period, Transferor shall exercise its reasonable, good faith efforts to remedy to Transferee's satisfaction any matter so disapproved by Transferee as promptly as possible; provided, however, -------- ------- in no event shall Transferor be required to spend in excess of $50,000 to remedy such matter except for monetary liens or judgments. Transferee shall take title to the Property at the Closing if Transferor shall cure, on behalf or before the Closing, any such title or Survey defects identified by Transferee in writing. If Transferor shall, despite the exercise of its reasonable, good faith efforts, not cure, on or approved by Developer before the Closing, any such title or Survey defects, this Agreement may be terminated upon written notice from Transferee. (“Authority’s Title Covenant”). Promptly after Escrow opense) On or before the Closing Date, Developer Transferor shall cause the Title Company to deliver to Transferee a binding commitment, in form acceptable to Transferee, to issue at the Authority Closing a 1999 ALTA Owner's (or Leasehold, as applicable) Policy of Title Insurance with liability in the amount of $32,500,000, insuring Transferee's interest in the Real Property and Developer preliminary title reports or commitments for title insurance for all easements benefiting the property Real Property, subject to be so conveyedthe Permitted Exceptions, together with copies of all documents relating to title exceptions shown in endorsements reasonably requested by Transferee, including, without limitation, survey, access and contiguity. (f) On or before the “Title Report” (collectivelyClosing Date, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Transferor shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company to deliver to Transferee a binding commitment, in form acceptable to Transferee, to issue at Closing a 1999 ALTA Lender's Policy of Title Insurance with liability in the amount of $5,000,000, insuring Transferee's security interest in the Lone Mountain Property, subject to no monetary liens or any other exceptions not reasonably approved by Transferee prior to show any exception Closing (the "Lone Mountain Title Policy"). (g) On or before the Closing Date, Transferor shall cause the Title Company to which Developer objected on deliver to Tenant and Transferee, as applicable, a binding commitment, in form acceptable to Tenant and Transferee, to issue at Closing a 1999 ALTA Leasehold Policy of Title Insurance with liability in an agreed amount, insuring such parties' respective leasehold interests in the owner’s title insurance policy to be issued to Developer at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 property leased pursuant to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Net Lease.

Title. The Authority agrees that it shall not cause ‌ (a) Such Seller owns good title to be created any exceptions the Company Interests set forth next to title such Seller’s name on Schedule 4.3(a) of the Company Disclosure Schedules, free and clear of all Encumbrances (other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”Encumbrances arising under applicable federal and state securities Law, Nevada Cannabis Laws or, at Closing, the Pre-Closing Restructuring Documents). Promptly after Escrow opens, Developer shall cause the Title Company to deliver Subject to the Authority Nevada Cannabis Laws and Developer preliminary title reports the Pre-Closing Restructuring Documents at Closing, such Seller has the full and unrestricted power to sell, assign, transfer and deliver the Company Interests that such Seller owns pursuant to the terms of this Agreement, if required under Section 2.1(c). Such Seller is not a Party to any option, warrant, purchase right or commitments for title insurance for other contract or commitment that could (including upon the property occurrence of any contingency or event) require such Seller to be so conveyedsell, together with copies transfer or otherwise dispose of all documents relating to title exceptions shown in any of the “Title Report” (collectivelyCompany Interests or any interest therein, a “PTR Package”)other than this Agreement or, at Closing, Pre-Closing Restructuring Documents. Other than exceptions existing at this Agreement or the time Pre-Closing Restructuring Documents, such Seller is not a Party to any voting trust, proxy or other agreement or understanding with respect to such Seller’s ownership, voting or transfer of, or otherwise related to, the Navy conveyed Company Interests that such property Seller owns. If required under Section 2.1(c), upon delivery to the Authority Buyer Designee of certificates for the Company Interests after the Closing, if certificated, Buyer will acquire good, valid and marketable title to the Company Interests, free and clear of all Encumbrances (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered other than Encumbrances arising under Section 16.5 applicable federal and deed restrictions required as part of a real property conveyance from the Navystate securities Law, the Mitigation Measures Nevada Cannabis Laws or under the Housing PlanPre-Closing Restructuring Documents), Developer may object . (b) Immediately prior to any exceptions shown on the PTR Package that would materially Closing and adversely affect Developer’s ability to finance and use upon 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all consummation of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to Pre- Closing Restructuring: (i) terminate this DDA as Such Seller will own good title to the Lot or Lots affected by Newco Interests set forth next to such exceptionSeller’s name on Schedule 4.3(c) of the Company Disclosure Schedules, by notice free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law); (ii) Such Seller will have the full and unrestricted power to (A) sell, assign, transfer and deliver the Newco Interests (except the Rollover Newco Interests and (B) contribute the Rollover Interests, that in each case such Seller will own pursuant to the Authority delivered within ten terms of this Agreement and the Pre-Closing Restructuring Documents; (10iii) days after Developer receives Such Seller will not be a Party to any option, warrant, purchase right or other contract or commitment that could (including upon the Authority’s notice that it has elected not occurrence of any contingency or event) require such Seller to remove the exception sell, transfer or expiration otherwise dispose of any of the thirty Newco Interests or any interest therein, other than this Agreement; and (30iv) day periodSuch Seller will not be a Party to any voting trust, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement proxy or other obligation agreement or understanding with respect to Developer such Seller’s ownership, voting or transfer of, or otherwise related to, the Newco Interests that such Seller will own. Upon delivery to Buyer of (A) the Newco Interests (except as provided in Section 6.3 the Rollover Newco Interests) at the Closing, and Buyer’s payment of the Financing Plan,Purchase Price, Buyer will acquire good, valid and marketable title to the Newco Interests, free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law or the Pre-Closing Restructuring Documents) and (B) the Rollover Newco Interests at the Closing, and Buyer’s issuance of the Exchangeable Share to Seller, Buyer will acquire good, valid and marketable title to the Rollover Newco Interests, free and clear of all Encumbrances (other than Encumbrances arising under applicable federal and state securities Law or the Pre-Closing Restructuring Documents) . (c) Except as set forth on Schedule 4.4(c) of the Company Disclosure Schedules and except for Permitted Encumbrances, each Acquired Company has good title to all of its assets, free and clear of all Encumbrances.

Title. The Authority agrees that it (a) For the purposes of this Agreement, “good and marketable fee simple title” shall not cause mean such title as is insurable by a title insurance company licensed to be created any exceptions to do business in Alabama, under its most recent standard form of ALTA owner’s policy of title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensinsurance, Developer shall cause the Title Company to deliver at its standard rates, subject only to the Authority following (the “Permitted Exceptions”): (i) the standard or printed exclusions in the form of owner’s policy of title insurance referenced above; (ii) such matters as would be disclosed by a current and Developer preliminary title reports accurate survey and inspection of the Property; (iii) the lien for Taxes not due and payable on or commitments before the Closing Date; (iv) zoning ordinances affecting the Property; (v) all easements, covenants, restrictions, reservations, rights-of-way and other similar matters of record as of the date of Seller’s execution of this Agreement; (vi) the state of compliance or non- compliance of the Property, as of the date of Seller’s execution of this Agreement, with any laws, codes, ordinances, rules, regulations or private restrictive covenants applicable to or affecting the Property; (vii) the Easements, Covenants and Restrictions Agreement (defined herein); and (viii) all matters, if any, waived by Buyer pursuant to this paragraph 7. (b) Buyer shall procure a commitment for title insurance for the property to be so conveyed(“Title Commitment”) from ▇▇▇▇▇▇ & ▇▇▇, together with copies of all documents relating to title exceptions shown in P.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Title Report” Company”) and Buyer shall have until seven (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property 7) days prior to the Authority (Closing Date in which to give Seller written notice of any objections which render Seller’s title less than good and marketable fee simple title. Buyer may reexamine title to the “Existing Navy Exceptions”) or created on behalf Property up to and including the Closing Date and give Seller written notice of Developer or with Developerany additional objections appearing of record subsequent to the effective date of the Title Commitment, but Buyer’s approval (which exceptions failure to specify in its initial notice of title objections any objection appearing of record as of the effective date of such initial Title Commitment shall be deemed to include be, and shall constitute, a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing waiver of any such objection, and such objection within twenty shall thereafter constitute a Permitted Exception under this Agreement; and, if Buyer shall fail so to examine title to the Property or to give Seller such initial notice of title objections, Buyer shall be deemed to have waived all objections appearing of record as of the Effective Date, and all such objections shall thereafter constitute Permitted Exceptions under this Agreement. (20c) days after Developer receives Seller shall have no obligation to cure any of Buyer’s title objections. Seller shall have until noon (12:00 pm) CST on the complete PTR Package (the “Title Objection Period”)Due Diligence Date, in which to review ▇▇▇▇▇’s initial notice of title objections and, if Seller elects, in which to give Buyer written notice of any valid objections specified therein which Seller intends to attempt to satisfy. Seller’s failure to provide such notice shall be deemed an election by Seller not to cure any of such title objections. If Developer Seller notifies Buyer that it does not intend to cure any objection specified in Buyer’s initial notice of title objections, or is deemed to have elected not to cure, and if Buyer thereafter does not elect to terminate this Agreement pursuant to paragraph 5 hereof, Buyer shall be deemed to have waived such objections, and any such objections shall thereafter constitute Permitted Exceptions under this Agreement. (d) Seller shall have until the Closing Date to satisfy all valid objections which Seller has agreed to cure hereunder, and, if Seller fails to so object within satisfy any such valid objections, then, at the twenty (20) day periodoption of Buyer, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in and as its sole and absolute discretionexclusive alternatives and remedies, 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer shall have the right to Buyer may either: (i) terminate this DDA as Agreement in which event the ▇▇▇▇▇▇▇ Money shall be refunded to the Lot or Lots affected by such exceptionBuyer promptly upon request, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration all rights and obligations of the thirty parties under this Agreement shall expire, and this Agreement shall become null and void; or (30ii) day period, whichever occurs earlierwaive such satisfaction and performance and elect to consummate the purchase and sale of the Property, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement.

Title. The Authority agrees 5.01 At the Closing Seller shall convey to Purchaser fee simple title (same being defined as insurable at standard rates by a national title insurance company on its own standard ALTA owner's form free and clear of liens and encumbrances except standard exceptions as to questions of survey, claims of liens resulting from actions of Purchaser or Permitted Title Exceptions, as that it term is hereinafter defined) to the Property by Limited Warranty Deed, which shall not cause be in the form of and contain the same warranty as the Limited Warranty Deed attached hereto as EXHIBIT "B" and by this reference made a part hereof, which Limited Warranty Deed shall be executed by Seller pursuant to be created any exceptions due authorization, witnessed and acknowledged as required by applicable law and delivered to title other than exceptions created on behalf of or approved Purchaser by Developer (“Authority’s Title Covenant”)Seller at Closing. Promptly after Escrow opensIn addition to the Limited Warranty Deed, Developer Seller shall cause the Title Company to also deliver to Purchaser at Closing an entity non-foreign certification and a property owner's affidavit reasonably acceptable to Purchaser's title insurer. 5.02 Title to the Authority and Developer preliminary title reports or commitments for title insurance for the property Property shall be conveyed by Seller to be so conveyed, together with copies Purchaser free of all documents relating to title liens, leases and encumbrances with the following exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions are hereinafter referred to as the "PERMITTED EXCEPTIONS"): (i) Current city, state and county ad valorem property and sanitary taxes not yet due and payable; (ii) All zoning ordinances and governmental restrictions affecting the Property; (iii) Deed Restrictions attached as EXHIBIT "A" to the Limited Warranty Deed provided by in Subparagraph 5.01 above; (iv) General utility, sewage, drainage and access easements and pedestrian or cart paths now affecting the Property; (v) Those matters that would be revealed by a survey, or physical inspection, of the Property if such survey or inspection were made. 5.03 Purchaser shall have ninety (90) calendar days after the Effective Date to examine title to the Property and to furnish Seller with a written statement of objections, if any, other than the Permitted Exceptions, to the title to the Property accompanied by a copy of Purchaser's title report disclosing such objections to title. Should Purchaser fail to notify Seller of any such objections to title to the Property within the aforesaid ninety (90) day period, Purchaser shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 have waived all objections to the title to the Property as of said date, and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on disclosed by an examination of title to the PTR Package that Property as of the date of Purchaser's title report or which would materially and adversely affect Developer’s ability to finance and use have been disclosed as of the real property as permitted under this DDA expiration of said ninety (excluding any Public Trust exception that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (2090) day periodperiod had such an examination of title been made, then all of the exceptions shown on the PTR Package will whichever is later, shall be deemed to be included in the Permitted Exceptions. If Developer does so object within Seller shall have until the twenty (20) day period, the Authority at its cost may, Closing Date in its sole and absolute discretion, elect which to remove cure such valid objections of which it was notified by Purchaser. Should Seller fail to satisfy 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day periodcure all such valid objections, then Developer Purchaser shall have the right at Purchaser's election either to (i) terminate this DDA as Agreement and thereupon be entitled to a refund of Purchaser's Earnest Money, or waive those title ▇▇▇▇▇▇ions which Seller failed to satisfy or cure and proceed to close the sale of the Property contemplated herein and accept the Property subject to such objections with no reduction in the Purchase Price. 5.04 Should Seller be unable to convey fee simple title to the Lot Property subject only to Permitted Exceptions, the sole obligation of Seller shall be to refund Purchaser's Earnest Money and, upon the making ▇▇ ▇▇▇▇ refund, this Agreement shall wholly cease and terminate and no party shall have any further claim against any other by reason of this Agreement, and the lien or Lots affected by such exceptionright, by notice if any, of the Purchaser against or to the Authority delivered within ten (10) days after Developer receives Property shall wholly cease. 5.05 The Seller shall not be required, and is not obligated hereby, to bring any action or proceedings or otherwise to incur any expense to cure any objections to title or otherwise to render title to the Authority’s notice that it has elected not to remove the exception Property free of any liens, leases or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,encumbrances whatsoever.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer 5.1 Attached hereto as Exhibit C is a preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in report (the “Title Report” (collectively”) showing the current state of title of the Property. Optionee hereby approves such state of title, as it may be amended by the Optionee’s comments set forth as a “PTR Package”). Other than exceptions existing at part of Exhibit C. An ALTA survey of the time the Navy conveyed such property to the Authority Property (the “Existing Navy ExceptionsSurvey”) or created on behalf of Developer or with Developerprepared by under date of 5.2 Optionee’s approval (which exceptions fee title to the Property shall be deemed insured by an ALTA owner’s (B Form-Extended Coverage) policy of title insurance to include be issued by a Reversionary Quitclaim Deed delivered under Section 16.5 title insurance company selected by Optionor and deed restrictions required approved by Optionee at the Close of Escrow (as part defined in Exhibit B attached hereto) with liability in the amount of a the Purchase Price containing such indorsements acceptable to Optionee showing title vested in Optionee subject only to: (a) Non-delinquent real property conveyance from taxes and special assessments, if any; and (b) Such other matters disclosed in the NavyTitle Report and the Survey. 5.3 Such real estate taxes and assessments are subject to proration as provided herein. Optionor agrees that it will not create any encumbrance, lien or other matter which would affect or encumber title to the Mitigation Measures Property during the term of this Option Agreement without first securing the written consent of Optionee, except that Optionor may create leases, licenses or under other minor possessory interests in the Housing Plan), Developer may object to Property so long as such interests are extinguished as of the Close of Escrow. In the event that any exceptions matter not shown on the PTR Package that would materially Title Report affects marketable title to the Property prior to the Close of Escrow and adversely affect Developer’s ability Optionee objects thereto, Optionor shall at its option have an additional 60 days in which to finance and use the real property discharge such matter or otherwise obtain affirmative insurance for optionee 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)provided herein. If Developer fails Optionee elects to so object within take title to the twenty (20) day periodProperty subject to any matter affecting marketable title, then all and such matter is a monetary lien or encumbrance which can be discharged by the payment of less than $5,000, Optionee may take title to the exceptions shown on Property subject thereto, and reduce the PTR Package will be deemed to be Permitted ExceptionsPurchase Price accordingly. If Developer does so object within any matter affecting marketable title has been created through no fault of Optionor, as the twenty sole remedy of Optionee (20) day period, the Authority at its cost may, in its sole but only if such matter materially affects marketable title and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority Optionee elects not to remove purchase the exception or fails Property as a sole result thereof), Optionor shall refund to respond within the thirty (30) day period, then Developer shall have the right to (i) terminate Optionee all sums paid hereunder for this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Option.

Title. The Authority agrees Title information consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Borrower and its Restricted Subsidiaries (it being understood that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver standards reasonably acceptable to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Administrative Agent shall be deemed to include meet such standard), as is required to demonstrate, to the reasonable satisfaction of the Administrative Agent, satisfactory title on at least 85% of the PV-9 of the total Proved Reserves evaluated in the most recent Reserve Report delivered pursuant to Section 9.14 of the Credit Agreement and evaluated in the Acquisition Reserve Report (on a Reversionary Quitclaim Deed delivered under Section 16.5 combined basis). To: The Administrative Agent and deed restrictions required each of the Lenders party to the Credit Agreement referred to below Re: Credit Agreement, dated as part of a real property conveyance from the NavyMay 6, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified, the Mitigation Measures or under the Housing Plan“Credit Agreement”), Developer may object to any exceptions shown on the PTR Package that would materially by and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package among Crescent Energy Finance LLC (the “Title Objection PeriodBorrower”). If Developer fails , the lenders from time to so object within time party thereto (the twenty (20) day period“Lenders”), then all ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, Collateral Agent and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party thereto Ladies and Gentlemen: I, the undersigned, the [chief financial officer] of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost mayBorrower, in its sole that capacity only and absolute discretionnot in my individual capacity (and without personal liability), elect do hereby certify as of the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that: 1. This certificate is furnished to remove or the Administrative Agent and the Lenders pursuant to Section 4.7 of the Tenth Amendment. Unless 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. If the Authority does so electdefined herein, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer capitalized terms used in this certificate shall have the right meanings set forth in the Credit Agreement. 2. For purposes of this certificate, the terms below shall have the following definitions: 1. “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature” For the period from the date hereof through the Maturity Date, the Borrower and its Restricted Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (iin the case of Identified Contingent Liabilities) terminate otherwise become payable, in light of business conducted or anticipated to be conducted by the Credit Parties as reflected in the projected financial statements and in light of the anticipated credit capacity. 2. “Do not have Unreasonably Small Capital” For the period from the date hereof through the Maturity Date, the Borrower and its Restricted Subsidiaries taken as a whole after consummation of the Transactions (as defined in the Tenth Amendment) on the Tenth Amendment Effective Date is a going concern and has sufficient capital to reasonably ensure that it will continue to be a going concern for such period. I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the business conducted or anticipated to be conducted by the Credit Parties as reflected in the projected financial statements and in light of the anticipated credit capacity. 3. For purposes of this DDA certificate, I, or officers of the Borrower under my direction and supervision, have performed the following procedures as of and for the periods set forth below. a. I have knowledge of and have reviewed to my satisfaction the Credit Agreement. b. As the [chief financial officer] of the sole member of the managing member of the Borrower, I am familiar with the financial condition of the Borrower and its Restricted Subsidiaries. 4. Based on and subject to the Lot or Lots affected by such exceptionforegoing, by notice I hereby certify on behalf of the Borrower that after giving effect to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration consummation of the thirty Transactions (30as defined in the Tenth Amendment) day periodon the Tenth Amendment Effective Date, whichever occurs earlier, in which case it is my opinion that (a) the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 Fair Value of the Financing Plan,assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (b) the Present Fair Salable Value of the assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (c) the Borrower and its Restricted Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (d) the Borrower and its Restricted Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature.

Title. The Authority agrees that it From and after the Effective Date, Buyer shall not cause have the right to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for order a title insurance for commitment prepared in accordance with all of the property to be so conveyed, together with copies terms and conditions of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Agreement (the “Title Objection PeriodCommitment”). If Developer fails . (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to so object within Buyer (the twenty (20) day period“Title Company”), then all agreeing to issue, upon recording of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodgeneral warranty deed described in this Agreement, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the an ALTA owner’s title insurance policy to be Buyer and an ALTA Lender’s title insurance policy issued to Developer at close Buyer’s lender(s), if applicable, in the amount of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Purchase Price insuring title to the Lot Real Property to be in the 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 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; each if applicable. Seller shall cause the Title Company at or Lots affected by such exception, by notice prior to Closing to down date the Title Commitment to the Authority delivered date and time of the recording of the Deed and provide a “title ▇▇▇▇-up” showing the 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 “Permitted Exceptions”). A written statement of the obligee of the amount of any lien or encumbrance to be discharged by Seller shall be provided by Seller within ten (10) days after Developer receives the Authority’s notice that it has elected not title evidence is furnished to remove Buyer. The premium for the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without title policy and any cost reimbursement fees for endorsements or other obligation to Developer except as services provided in Section 6.3 of by the Financing Plan,Title Company (other than the mortgagee policy, if any) shall be paid by Buyer on or before Closing.

Title. (a) Purchaser shall obtain a binding commitment for an owner's policy of title insurance to be issued by First American Title Insurance Company or other nationally recognized, financially sound title insurance company acceptable to Purchaser and Seller (the "Title Company") to Purchaser on the Form T-1 Owner's Policy of Title Insurance (the "Title Commitment"), committing to insure Purchaser's good and indefeasible fee simple title to the Real Property. The Authority title policy to be issued pursuant to the Title Commitment (the "Title Policy") shall be in an amount at least equal to the portion of the Purchase Price allocable to the value of the Real Property, as shown in Exhibit E. The Title Policy shall show no liens, mortgages, deeds of trust, security interests, pledges, charges, options, encroachments, easements, covenants, leases, reservations or restrictions of any kind (the "Encumbrances") other than: (i) if Purchaser elects to assume the Existing Loan, the lien(s) evidencing and securing the Existing Loan; (ii) applicable zoning regulations and ordinances; (iii) liens for taxes, assessments, and governmental charges not yet due and payable; and (iv) the Permitted Exceptions. (b) Purchaser agrees to notify Seller in writing (the "Title Objection Notice") of any objections to exceptions appearing in the Title Commitment no later than ten (10) days prior to the expiration of the Feasibility Period. Within five (5) days following the Title Objection Notice, Seller shall notify Purchaser either that it shall not cause to be created any will eliminate some or all exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver which Purchaser has objected prior to the Authority and Developer preliminary title reports Closing Date or commitments for title insurance for the property to be so conveyedstating that it will not eliminate any such exceptions. If Seller does not respond in such five (5) day period, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Seller shall be deemed to include have notified Purchaser that Seller will not eliminate any of the objections set forth on Purchaser's Title Objection Notice. If Seller elects not to remove all exceptions to title to which Purchaser has objected, Purchaser may terminate this Agreement in its sole discretion prior to the end of the Feasibility Period and receive a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part return of a real property conveyance from the NavyDeposit. If Purchaser does not so terminate this Agreement, the Mitigation Measures or under the Housing Plan), Developer may object to any all exceptions shown on the PTR Package Title Commitment other than those that would materially and adversely affect Developer’s ability Seller has affirmatively agreed to finance and use remove shall be deemed "Permitted Exceptions". (c) In the real property as permitted under this DDA event that any updated Title Commitment provided to Purchaser after the expiration of the Feasibility Period shows any material exceptions that were not included on the original Title Commitment, Purchaser shall have a period of five (excluding any Public Trust exception 5) days following receipt of such update to deliver to Seller a Title Objection Notice with respect to such update. Within five (5) days following such Title Objection Notice, Seller shall notify Purchaser either that it will be removed in connection with a Public Trust Exchange). Developer must notify eliminate some or all of the Authority in writing of new exceptions to which Purchaser has objected prior to the Closing Date or stating that it will not eliminate any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)exceptions. If Developer fails to so object within the twenty Seller does not respond in such five (205) day period, then all of the exceptions shown on the PTR Package will Seller shall be deemed to be Permitted Exceptionshave notified Purchaser that Seller will not eliminate any of the objections set forth on Purchaser's Title Objection Notice. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority Seller elects not to remove the exception or fails all exceptions to respond within the thirty (30) day periodtitle to which Purchaser has objected, then Developer shall have the right to (i) Purchaser may terminate this DDA as Agreement in its sole discretion on or before the date that is five (5) days after Seller's response to Purchaser's Title Objection Notice (or if Seller does not respond, the Lot or Lots affected by such exception, by notice to the Authority delivered within date that is ten (10) days after Developer receives delivery of Purchaser's Title Objection Notice), and receive a return of the Authority’s notice Deposit. If Purchaser does not so terminate this Agreement, all exceptions shown on any update to the Title Commitment other than those that it Seller has elected not affirmatively agreed to remove shall also be deemed "Permitted Exceptions". (d) The Title Policy may include such additional endorsements as Purchaser reasonably may request, including without limitation, Access, Contiguity, Minerals and Surface Damage, Restrictions, Encroachments and Minerals, and Deletion of Arbitration endorsements, to the exception or extent the Title Company has agreed to issue such endorsements to Purchaser prior to the expiration of the thirty Feasibility Period; provided, however, that obtaining any endorsements or extended coverage (30including without limitation limiting the standard exception for "any discrepancies, conflicts or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements" to "shortages in area" only) day period, whichever occurs earlier, in which case the Authority can proceed shall not be a condition precedent to market the property to others without any cost reimbursement or other Purchaser's obligation to Developer except as provided in Section 6.3 of the Financing Plan,close.

Title. The Authority agrees that it shall not cause Real Estate and Fixtures are to be created any exceptions to conveyed by a Special Warranty Deed or the equivalent thereof containing no covenants by Seller whatsoever except a covenant against Seller’s acts during such time as Seller held title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority Premises (the “Existing Navy ExceptionsDeed”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object and the Personal Property is to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed in connection with conveyed by a Public Trust Exchange). Developer must notify the Authority in writing b▇▇▇ of any such objection within twenty (20) days after Developer receives the complete PTR Package sale (the “B▇▇▇ of Sale”) without warranties or representations. The Deed shall convey fee simple title to the Real Estate and Fixtures, free from all encumbrances and encroachments from or on the Premises, except: (a) Applicable laws, codes and regulations of any governmental authority in effect on the date hereof or hereafter, including, but not limited to those pertaining to building, health, safety and zoning; (b) Any lien for taxes and water and sewer charges for the then current fiscal tax year or billing period, as the case may be, that are not due and payable on the date of the delivery of the Deed; (c) Any liens for municipal or governmental betterments assessed after the date of this Agreement and any other municipal or governmental liens that are not due and payable on the date of the delivery of the Deed; (d) Leases and tenancies as specified in Section 12 in effect on the date of the delivery of the Deed and parties having possessory rights under agreements and contracts assumed by Buyer; (e) Title Objection Period”). If Developer fails to so object and rights of the public and others entitled thereto in and to those portions of the Premises, if any, lying within the twenty bounds of adjacent streets and right-of-ways; (20f) day periodAll easements, then encumbrances and other matters of record and all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove matters existing 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 arising prior to the Lot or Lots affected by such exception, by notice date of acquisition of title to the Authority delivered within ten Premises by Seller, whether or not of record (10) days after Developer receives the Authority’s notice that it has elected not other than any matters timely objected to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 7 and which Seller has agreed in writing to cure and any other matters which Seller is otherwise obligated to cure under this Agreement); and (g) Any state of facts that might be disclosed by a current accurate survey or a personal inspection of the Financing Plan,Premises (other than any matters timely objected to as provided in Section 7 and which Seller has agreed in writing to cure and any other matters which Seller is otherwise obligated to cure under this Agreement).

Title. Each Individual Senior Borrower has good, marketable and insurable fee simple or leasehold estate title, as applicable, to the real property comprising part of its applicable Individual Property and good title to the balance of the such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances (as such term is defined in the Senior Loan Agreement), such other Liens as are permitted pursuant to the Senior Loan Documents and the Liens created by the Senior Loan Documents. The Authority agrees that it shall Permitted Encumbrances (as such term is defined in the Senior Loan Agreement) with respect to each Individual Property in the aggregate would not cause be reasonably likely to be result in an Individual Material Adverse Effect. To Borrower’s knowledge, except for Permitted Encumbrances, there are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Senior Loan Documents. ▇▇▇▇▇▇▇▇ has no knowledge of any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause information which the Title Company could raise as a defense to deliver to Senior ▇▇▇▇▇▇▇▇’s recovery of a claim under the Authority Title Insurance Policy (as defined in the Senior Loan). Borrower owns the Collateral free and Developer preliminary title reports or commitments for title insurance for the property to be so conveyedclear of all Liens whatsoever (other than Permitted Encumbrances). The Pledge Agreement, together with copies of all documents any Uniform Commercial Code financing statements relating to title exceptions shown the applicable Pledged Collateral when properly filed in the “Title Report” (collectivelyappropriate records and the delivery of the certificates evidencing such interests to Lender in the State of New York, will create a “PTR Package”)valid, first priority, perfected security interest in the Pledged Collateral, all in accordance with the terms thereof. Other than exceptions existing at the time the Navy conveyed such property The REIT / TRS Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the Authority (applicable REIT / TRS Pledged Collateral when properly filed in the “Existing Navy Exceptions”) or created on behalf of Developer or appropriate records, will create a valid, perfected second priority security interest in the REIT / TRS Pledged Collateral, all in accordance with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,terms thereof.

Title. The Authority Buyer acknowledges and agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause has received from the Title Company: (i) a commitment by First American Title Insurance Company to deliver to issue an owner’s policy of title insurance, last revised April 24, 2007 (the Authority and Developer preliminary title reports or commitments for title insurance “Commitment”) for the property to be so conveyedreal property, together with copies issued through the Title Company; (ii) a photocopy of all documents relating to title exceptions shown in the (“Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any Documents”)describing all Schedule B title exceptions shown on the PTR Package that would materially Commitment; and adversely affect Developer(iii) a pro forma owner’s ability to finance and use policy of title insurance, issued April 24, 2007, by the real property Title Company as permitted under this DDA (excluding any Public Trust exception that will be removed agent for First American Title Insurance Company, in connection with a Public Trust Exchange). Developer must notify the Authority in writing form of any such objection within twenty (20) days after Developer receives the complete PTR Package Exhibit P (the “Title Objection PeriodPro Forma”). If Developer fails Buyer hereby approves the Pro Forma, and waives the right to so object within to any matters disclosed on the twenty Pro Forma (20) day period“Permitted Exceptions”). Seller shall satisfy, then all without cost or expense to Buyer, the following requirements set forth in Schedule “B” - Section 1 of the exceptions shown Commitment: requirements 1.a. (subject to the proviso in Section 4.3.1), 2, through 6, 8., 9., 10., 12., 17. and 18. Buyer shall satisfy, without cost or expense to Buyer, the following requirements set forth in Schedule “B” - Section 1 of the Commitment: requirements 11. and 13. through 15. Buyer and Seller agree that (i) all non-delinquent property taxes and assessments (subject to prorations and adjustments pursuant to Section 4.5), and (ii) all matters approved by Buyer in writing, or created by or on the PTR Package will be deemed behalf of Buyer, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Buyer, shall also constitute Permitted Exceptions. If Developer does so object within the twenty (20) day periodSeller shall discharge at or prior to Closing any mortgages or deeds of trust, the Authority at its cost may, in its sole and absolute discretion, elect to remove discharge or otherwise cause provide security to 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not sufficient to remove from Buyer’s Owner’s Policy, as such term is hereinafter defined, at Closing any other liens for liquidated amounts (collectively, “Non-Discretionary Defects”). Notwithstanding the exception preceding at the Closing, Seller shall pay in full (or fails to respond within otherwise discharge) all liens (other than liens for taxes and assessments not yet due and payable) that are recorded against the thirty (30) day period, then Developer shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Real Property.

Title. (a) Seller shall convey to Buyer by a duly executed special warranty deed (the "Deed"), and Buyer shall accept fee simple title to the Premises in accordance with the terms of this Agreement, and Buyer's obligation to accept said title shall be conditioned upon Buyer then being conveyed good and clear record, marketable and insurable title to the Land, excepting only the Permitted Exceptions (hereinafter defined). It shall be a condition precedent to Buyer's obligation to close hereunder that a title insurance company (the "Title Company") acceptable to Buyer and any lender providing Buyer's financing stands ready to issue, at the Closing (herein defined) an ALTA owner's policy of title insurance, insuring Buyer's interest in the Premises, dated the day of Closing, with liability in the amount of the Purchase Price (herein defined), subject only to the Permitted Exceptions (the "Title Policy"). The Authority agrees that it Title Policy shall insure against all mechanics' liens and, provided Buyer elects to obtain a Survey (hereinafter defined), shall have full survey coverage and shall be an extended coverage policy insuring against, among other things, mechanics' liens, easements and claims of parties in possession not cause shown by the public records with all general and standard exceptions deleted, all at no additional premium to be created any exceptions to title other than exceptions created on behalf paid by Buyer. (b) Simultaneously with the delivery of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensthe Deed, Developer Seller shall cause the Title Company to execute and deliver to Buyer a special warranty bill ▇▇ sale and instrument of transfer and assignment (the Authority "Bill ▇▇ Sale"), in form and Developer preliminary title reports substance reasonably satisfactory to Buyer's counsel, assigning and transferring all of the tangible and intangible personal property, including, without limitation, such Seller's interest in (i) any proceeds under any insurance policies or commitments condemnation proceedings affecting the Premises, (ii) any licenses, permits, variances (if any), governmental approvals and consents pertaining to the Project, (iii) any warranties and guaranties relating to the Project, (iv) any contracts and agreements which relate to the Project that Buyer has elected in writing to assume, and (v) all leases and deposits relating to the Premises, free and clear of all liens and encumbrances, except the Permitted Exceptions, and indemnifying Buyer from obligations under all of the items assigned arising prior to Closing and with Buyer's indemnifying Seller from obligations under all of the items assigned arising from and after the Closing. (c) Buyer shall, promptly after the Effective Date, order (i) a commitment for title insurance for (the property "Commitment") by the terms of which Buyer's Title Company agrees to be so conveyed, together with copies issue to Buyer at Closing the Title Policy; (ii) a photocopy of all documents relating to ("Title Documents") describing all title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Commitment (the “"Title Objection Period”Exceptions"), and (iii) if Buyer so elects, an ALTA Land Title Survey of the Land (the "Survey"). If Developer fails Buyer objects to so object within any matters disclosed by the twenty (20) day periodCommitment, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodTitle Documents or Survey, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day period, then Developer Buyer shall have the right to (i) terminate this DDA as to the Lot or Lots affected by such exception, by notice to the Authority delivered furnish Seller with a written statement thereof within ten (10) days following receipt by Buyer of the last of the Commitment, Title Documents and Survey. All matters shown on the Title Exceptions which are not objected to by Buyer within said ten (10) day period following receipt shall be "Permitted Exceptions". Seller agrees to use its reasonable efforts to satisfy such objections noted by Buyer, provided that Seller shall obtain a satisfaction and release of any monetary liens, including, without limitation, any and all mortgages, mechanics liens and judgment liens other than the assumable financing, as hereinafter defined (collectively, "Monetary Liens") and with respect to matters other than Monetary Liens, Seller shall be obligated to collectively spend up to $20,000 in the aggregate to cure any title objection. Seller shall, within five (5) days after Developer receives the Authority’s notice that it has elected receipt of Buyer's objections, notify Buyer of Seller's proposed actions to satisfy such objections, and shall have a reasonable time, not to remove exceed fifteen (15) days, to satisfy such objections. If, despite its reasonable efforts to do so, Seller cannot satisfy such objections (other than the exception Monetary Liens, which shall be satisfied by Seller and matters other than Monetary Liens which cost up to 420,000 in the aggregate to cure) on or before the expiration of the thirty such fifteen (3015) day period, whichever occurs earlieras the same may be extended in Buyer's sole discretion, in Buyer shall have the following options: (i) to extend such fifteen (15) day period for such additional period up to Closing that Buyer may elect, during which case the Authority can Seller shall continue to use its reasonable efforts to satisfy such objections; (ii) to waive its objection to such title defect and proceed to market Closing or (iii) to terminate this Agreement by written notice to Seller and obtain an immediate refund of the property to others without any cost reimbursement or other obligation to Developer except Deposit, as provided defined in Section 6.3 2.02. Notwithstanding any term or provision contained herein to the contrary, except with respect to Monetary Liens, the procurement by Seller of a commitment for the issuance of a Title Policy or an endorsement thereto insuring Buyer against any Title Exception which Buyer has disapproved pursuant to this Section shall be deemed a cure by Seller of such objection, subject to Buyer's approval not to be unreasonably withheld or delayed. (d) Notwithstanding anything to the contrary contained in Section 3.01 of this Agreement, if Buyer's objections to title matters are not satisfied prior to expiration of the Financing Plan,Study Period, Closing shall occur on the later of (a) the date described in Section 3.01 and (b) five (5) business days following satisfaction of Buyer's title objections in accordance with this Section.

Title. Title to the Property shall be marketable, good of record, and insurable by the Title Company at standard rates or less, pursuant to a full coverage ALTA Form-B (Rev. 1970 and 1984) owner's title insurance policy (or an unconditional commitment therefor) without any exceptions ("Printed form" or otherwise) other than the Permitted Exceptions, and in addition, providing affirmative coverage satisfactory to Purchaser insuring against any mechanic's or materialmen's lien arising from goods, labor or materials provided to the Property prior to the Closing Date. The Authority agrees that it "Permitted Exceptions" are: (A) the Leases set forth on Exhibit B attached hereto; (B) the lien of current real estate taxes and special assessments not yet due and payable; and (C) such other matters which are listed on Exhibit J attached hereto. Purchaser has obtained and provided Seller with a copy of an interim title binder for the Property from the Title Company. On or before March 16, 1998, Purchaser shall not cause to be created any provide Seller with a written notice ("Title Objections Notice") setting forth the exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property Property which are unacceptable to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost mayPurchaser, in its sole and absolute discretion. Seller shall have the option to (i) act diligently, elect at its sole expense, to remove correct such conditions prior to the Closing Date or otherwise cause (ii) terminate this Agreement by written notice to Purchaser delivered to Purchaser within five (5) days after the date Purchaser provided Seller with 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 EscrowObjection Notice. If the Authority does so electobjections set forth in the Title Objection Notice are not corrected prior to the Closing Date hereunder, Purchaser, in addition to any other rights it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority elects not to remove the exception or fails to respond within the thirty (30) day periodmay have, then Developer shall have the right and option (x) to (i) terminate this DDA as Agreement, or (y) to close on the purchase of the Property and waive such defects in title. In the event of termination of this Agreement by either Purchaser or Seller pursuant to this subparagraph (B), Seller and Purchaser shall be relieved of all liabilities under this Agreement (except for any liabilities accruing prior to the Lot or Lots affected by effective date of such exception, by notice termination) and the Deposit shall be returned to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Purchaser.

Title. The Authority agrees that it 7.1. Lessor shall at all times retain title to the Equipment, and Lessee shall not cause represent otherwise to any person or entity. By this Lease, Lessee acquires no ownership rights in the Equipment and has no option to purchase same. All documents of title and evidence of delivery shall be created delivered to Lessor. 7.2. Lessee shall not change or remove any exceptions insignia or lettering that is on the Equipment or that is thereafter placed thereon indicating Lessor’s ownership thereof; and at any time during the term of this Agreement, upon request of Lessor, Lessee shall affix to the Equipment, in a prominent place, labels, plates or other markings supplied by Lessor stating the owner of the Equipment. 7.3. Lessor is hereby authorized by Lessee to file or record and refile and rerecord Uniform Commercial Code Financing Statements setting forth Lessor’s interest in the Equipment. 7.4. Lessee shall indemnify Lessor and defend ▇▇▇▇▇▇’s title against all persons claiming against (through actions other than exceptions created on behalf actions of Lessor) or approved by Developer (“Authority’s Title Covenant”)through Lessee, at all times keeping the Equipment free from any legal process or encumbrance whatsoever resulting from, by, or under any acts of Lessee including, but not limited to, liens, attachments, encumbrances, levies and executions, and shall give Lessor immediate written notice thereof and shall indemnify Lessor from any loss caused thereby. 7.5. Promptly after Escrow opens, Developer Lessee shall cause the Title Company to execute and deliver to the Authority Lessor, upon ▇▇▇▇▇▇’s request, such further instruments and Developer preliminary title reports assurances as Lessor deems reasonably necessary or commitments for title insurance reasonably advisable for the confirmation or perfection of ▇▇▇▇▇▇’s rights hereunder. 7.6. Lessee acknowledges that this Agreement does not confer on Lessee any rights to use Lessor’s graphic designs, copyrights, trademarks, trade dress, trade secrets, know- how or any other intellectual property to be so conveyed, together with copies of all documents relating to title exceptions shown owned or controlled by Lessor that is not expressly included in the definition of Confidential Information or “Title ReportEquipment.” Such rights may only be conferred on Lessee in a separate written license agreement executed by both parties. 7.7. The Equipment shall remain personal (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such i.e. movable) property even though installed in or attached to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,movable property.

Title. 4.1 The Authority agrees that it title shall be properly deducted, in order and free from encumbrances on completion. 4.2 The sale and purchase is subject to such restrictions and other covenants and conditions party wall rights and other easements (if any) affecting the Property but otherwise. 4.3 The Purchaser shall not cause require the production of the Temporary Occupation Permit and/or the Certificate of Statutory Completion and any certificate or other evidence of numbering the Property. 4.4 The Property sold is believed to be created and shall be taken to be correctly described and any exceptions to other incorrect statement error or omission whether in respect of the area or otherwise shall not annul the sale and purchase herein nor shall either party claim or be allowed any compensation in respect thereof. 4.5 The area of the Property as stated in Subsidiary Strata Certificate of Title Volume 1366 Folio 120, shall be conclusively taken as correctly described. 4.6 The Purchaser shall not investigate or call for evidence of any earlier title other than exceptions created on behalf or require delivery or production of any deeds or approved by Developer (“Authoritydocuments not in the Vendor’s Title Covenant”). Promptly after Escrow openspossession nor shall the Purchaser make any requisitions or objections whatsoever with reference thereto, Developer shall cause except that all the Title Company to deliver title certificate(s) relating exclusively to the Authority property shall be delivered on or before completion. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 4.7 The Purchaser is treated as having notice of the actual state and Developer preliminary title reports condition of the Property as regards access, repair, light, air, drainage and all other respects and is deemed to have inspected the Property and no warranty or commitments for title insurance for representation on the property part of the Vendor or the Vendor’s agent or representative is given or to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 implied as to the Lot state, quality, fitness or Lots affected anything whatsoever and accordingly the Purchaser shall not be entitled to make or raise any objection or requisition whatsoever in respect thereof. The Property is sold in its present state and condition on an “as is and where is” basis. 4.8 The Purchaser is agreeable to waive the following:- (a) sending out the usual legal requisition searches; (b) applying for Road and Drainage Interpretation plans; and (c) conducting searches on acquisition or intended acquisition of the Property by such exception, by notice the government or other competent authorities. 4.9 Prior to the Authority delivered within ten (10) days after Developer receives signing of this Agreement, the Authority’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 Authority can proceed to market Vendor shall pay the property tax for the year of assessment 2024 and the maintenance charges for the current quarter (01 May 2024 to others without any cost reimbursement or other obligation 31 July 2024), and furnish evidence of such payment to Developer except as provided in Section 6.3 of the Financing Plan,Purchaser. On Completion, the Purchaser shall reimburse the Vendor for property tax and maintenance charges from the day after the Completion Date.

Title. The Authority agrees that it Seller shall / shall not cause furnish to Buyer an owner's policy of title insurance dated as of the Closing 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, ▇▇▇▇▇▇’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 created any exceptions furnished to Buyer shall insure Buyer’s title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyedgood 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 with 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 title commitment of the Title Company and legible copies of all any documents relating to creating title exceptions shown in the “Title Report” at least two (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property 2) days prior to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions Closing Date. Buyer shall be deemed entitled to include obtain a Reversionary Quitclaim Deed delivered under Section 16.5 title commitment prior to the Closing Date and deed restrictions required an owner’s policy of title insurance at Buyer’s sole cost and expense. If the commitment reveals a defect in title which is not one of the Permitted Exceptions, or if Seller does not have title to the property, Buyer may either waive such defect or give written notice to Seller. Seller may attempt to cure such defect prior to the Closing Date, or decline to cure such defect. If Seller is unable or unwilling to cure the defect on or before the Closing Date, and the defect is not waived by Buyer, then this Contract shall be terminated without liability to either party and the ▇▇▇▇▇▇▇ money shall be returned to Buyer as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer 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 shown on only if the PTR Package that would materially commitment was not available for review prior to the Closing Date and adversely affect Developer’s ability to finance and use if 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed commitment was to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost mayprovided by Seller, in its sole and absolute 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. If the Authority does so elect, it case Buyer will notify Developer within thirty have five (305) days after receipt of Developer’s objection. If the Authority elects not such commitment and documents 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,make written objection(s)

Title. (a) Lots sold hereunder shall be conveyed by Seller with good and marketable, fee simple title, insurable at standard rates, free and clear of all liens and encumbrances of any kind, except: (1) Zoning regulations of the County or city in which the lots lie; (2) Ad valorem taxes and assessments not then due and payable; (3) The Authority agrees matters set forth in Schedule B-2 of that it title policy issued to Seller for the Property, a copy of which is attached hereto as Exhibit B and incorporated herein by reference; (4) Covenants, conditions, easements and restrictions of record ordinarily recorded in the development of residential housing developments and uniformly applicable to all Lots in each group or section submitted to Purchaser, and typical and customary utility agreements and subdivision agreements, provided such agreements shall not cause to be created any exceptions to title other than exceptions created on behalf of prevent or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect DeveloperPurchaser’s ability to finance construct, market and use sell Purchaser’s standard single family homes thereon. (5) Sewer and water facility charges (public and private). (6) Zoning indentures and orders for the real property St. C▇▇▇▇▇▇ PUD, being Docket 90 and all amendments thereto, public and private utility, stormwater management and drainage easements and agreements, and the covenants, conditions and restrictions of the St. C▇▇▇▇▇▇ PUD, including, but not limited to the architectural approval requirements of the Planning Design Review Board. (b) The Lots purchased hereunder shall be conveyed by Seller subject to the Declaration of Easements, Covenants, Conditions and Restrictions recorded for Fairway Village and Sheffield Neighborhoods and Fairway Village Architectural Covenants, as permitted under such Covenants may be amended from time to time. At Closing, conveyance of the Property to the Purchaser shall be effected by a good and sufficient special warranty deed. (c) Should Seller be unable to deliver title to any Lot in accordance with the provisions of this DDA (excluding Agreement or any Public Trust exception extension of time agreed upon by the parties, it is agreed that will be removed in connection with a Public Trust Exchange). Developer must notify the Authority in writing of Purchaser's liability as to any such objection within twenty Lot shall terminate; provided, however, that if the defects of title are of such nature that they can readily be remedied by legal action, such action shall be promptly undertaken by Seller, at its expense, and the time of Closing extended for a period not to exceed sixty (2060) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by for such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,action.

Title. The Authority agrees that it shall not cause (a) EA&E warrants to be created any exceptions Acquirer that: (i) the Contributors own as of the date of this Agreement, and at the Closing Holdings will own, good and marketable (or, for the real property and the improvements thereon situated in Texas, good and indefeasible) fee simple title to title the real property and the improvements thereon described on Schedule 3.3(a)(i) attached hereto (including all easements, rights-of-way and other than exceptions created on behalf of or approved by Developer (rights and privileges appurtenant thereto, collectively the “Authority’s Title CovenantOwned Real Property”). Promptly after Escrow opens; (ii) the Contributors own as of the date of this Agreement, Developer shall cause and at the Title Company to deliver to Closing Holdings will own, a good and valid leasehold interest in certain real property and the Authority improvements thereon described on Schedule 3.3(a)(ii) hereto (including, all security deposits, reserves or prepaid rents paid in connection therewith, collectively “Leased Real Property” and, collectively with the Owned Real Property, the “Real Property”); (iii) the Contributors own as of the date of this Agreement, and Developer preliminary at the Closing Holdings will own, good title reports or commitments for title insurance for the a valid leasehold interest in all personal property to be so conveyed, together with copies of all documents relating to title exceptions shown and other non-real estate assets included in the “Title Report” Terminal Assets (collectively, a the “PTR PackagePersonal Property”), which Personal Property is specifically described on Schedule 3.3(a)(iii) attached hereto, in each case free and clear of any Liens (other than Permitted Liens). Other None of the Contributors nor Holdings is in material violation of any covenants, restrictions or conditions of record with respect to the Terminal Assets. Except as provided in this Agreement, none of the Contributors nor Holdings has, (i) obligated itself in any manner whatsoever to sell, lease or encumber (other than exceptions existing with a Permitted Lien) the Terminal Assets or any interest therein to any party, or (ii) granted any rights of first refusal or purchase options or similar rights regarding the Terminal Assets, and to EA&E’s Knowledge, no rights of first refusal or purchase options or similar rights regarding the Terminal Assets exist. (b) Upon the formation of Holdings, the Contributors will have and at the time the Navy conveyed such property Closing will transfer to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed Acquirer good and valid record and beneficial title to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on Membership Interests, free and clear of any Liens. The Membership Interests constitute all of the PTR Package will issued and outstanding membership or other equity interests in Holdings and such Membership Interests have been duly and validly authorized and are fully paid (to the extent required under the limited liability company agreement of Holdings) and nonassessable (except as such nonassessability may be deemed to be Permitted Exceptionsaffected by matters described in Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). If Developer does so object within None of the twenty (20) day periodMembership Interests were issued in violation of any agreement, the Authority at its cost may, in its sole and absolute discretion, elect to remove arrangement or otherwise cause the Title Company not to show any exception commitment to which Developer objected on any Contributor or Holdings in a party or bound. Except for the owner’s title insurance policy to be issued to Developer at close governing documents of Escrow. If the Authority does so electHoldings, it will notify Developer within thirty (30) days after receipt there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of Developer’s objection. If the Authority 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 any character relating to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement Membership Interests or other obligation equity interests in Holdings or obligating any Contributor or Holdings to Developer except as provided issue or sell any Membership Interests or other equity interests in Section 6.3 of the Financing Plan,Holdings.

Title. The Authority agrees that it shall not cause Borrower has good, marketable and indefeasible title in fee to the real property comprising part of the Mortgaged Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, and such other Liens as are permitted pursuant to the Loan Documents. With respect to the Mortgaged Property, the Mortgage, 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 priority lien on the Mortgaged Property, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personal property of the Borrower (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, and such other Liens as are permitted pursuant to the Loan Documents. The Permitted Encumbrances do not and will not materially adversely affect or interfere with the value, or intended use or operation, of the Mortgaged Property, or the security intended to be provided by the Mortgage or the Borrower’s ability to repay the Notes or any other Loan Document in accordance with the terms of the Loan Documents. Except as indicated in and insured over by a Qualified Title Policy, there are no claims for payment for work, labor or materials affecting the Mortgaged Property which are or may become a Lien prior to, or of equal priority with, the Liens created any exceptions to title by the Loan Documents (other than exceptions created on behalf of mechanics or approved by Developer (“Authority’s Title Covenant”materialmens liens for work or materials performed or supplied the costs for which are not yet past due or which are being contested in accordance with Section 5.1(b)(ii)). Promptly after Escrow opens, Developer shall cause Nothing in this Section 4.1(f) may be relied on by the Title Company to deliver to issuing any policies covering the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown Mortgaged Property. No Person other than Borrower owns any interest in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or any payments due under the Housing Plan), Developer may object Leases that is superior to any exceptions shown on or of equal priority with the PTR Package that would materially and adversely affect DeveloperAgent’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,interest therein.

Title. The Authority agrees that it shall not cause to be created any exceptions to Borrower owns good, marketable and insurable title other than exceptions created on behalf of in fee or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensleasehold title, Developer shall cause the Title Company to deliver as applicable, to the Authority Properties and Developer preliminary owns good and marketable title reports to the related personal property (to the extent not owned by an Operating Lessee, the tenants, guests or commitments for title insurance for employees at the property Properties), to be so conveyedthe Collateral Accounts and to any other Collateral, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, together with copies of all documents relating any Uniform Commercial Code financing statements required to title exceptions shown be filed in connection therewith, will create (i) valid, perfected first priority Liens on the Properties and/or Borrower’s leasehold interest in the “Title Report” Properties, as applicable, and the rents therefrom, enforceable as such against creditors of and purchasers from Borrower and subject only to Permitted Encumbrances, and (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property ii) perfected Liens (pursuant to the Authority (Uniform Commercial Code of the “Existing Navy Exceptions”State of Delaware) or created on behalf of Developer or in and to all Collateral that is personalty owned by Borrower, all in accordance with Developerthe terms thereof, in each case subject only to any applicable Permitted Encumbrances. To Borrower’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navyknowledge, the Mitigation Measures Permitted Encumbrances do not and will not affect or under interfere with the Housing Plan)value, Developer may object or current use or operation, of the Properties, or the security intended to any exceptions shown on be provided by the PTR Package that would materially and adversely affect DeveloperMortgage or Borrower’s ability to finance and use repay the real property as permitted under this DDA (excluding any Public Trust exception that will be removed Indebtedness in connection accordance with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all terms of the exceptions shown 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 PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodProperties which are or may become a Lien prior to, or of equal priority with, the Authority at its cost may, Liens created by the Loan Documents. No creditor of Borrower other than Lender has in its sole and absolute discretion, elect to remove possession any goods that constitute or otherwise cause evidence 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Collateral.

Title. At the Closing and as a condition to the Closing, Purchaser shall have received from the Title Company, an ALTA owner's policy of title insurance or equivalent in form and substance acceptable to Purchaser (the "Owner's Policy") with Purchaser named as the insured, dated as of the Closing Date, with a liability limit equal to the Purchase Price, and with reinsurance in amounts and with companies acceptable to Purchaser, insuring that fee title to the Land and Improvements are vested in Purchaser, subject only to the Permitted Exceptions and Tenant Leases. The Authority agrees Owner's Policy shall include the following express affirmative coverage (either by the express terms of the Owner's Policy or by title endorsements), all in form and substance reasonably acceptable to Purchaser provided the Title Company has agreed in writing to issue such coverage prior to the end of the Inspection Period: (a) protection against (i) liens for labor, services or materials whether or not of record; (ii) parties in possession (other than tenants under Tenant Leases, as such tenants only); (iii) unrecorded easements; (iv) taxes or special assessments not shown by the public records; and (v) exceptions which a correct survey would disclose; (b) a long form (3.1) zoning endorsement including insurance that it the Project is in compliance with all zoning requirements relating to parking and loading docks; (c) if the legal description for the Land contains more than one parcel, a contiguity endorsement for each of the parcels which comprise the Land insuring that such parcels are contiguous parcels of real estate; (d) coverage insuring that the Project has access, that the Project abuts on physically open streets and that the property insured in the Owner's Policy is the same as that shown on the Survey (defined below); (e) the owner's equivalent of a so-called Comprehensive Endorsement No. 1, insuring that there are no encroachments over property lines or easements and that there are no violations of any covenants, conditions or restrictions of record; (f) a endorsement insuring that the Project includes only the tax parcel numbers listed on the Owner's Policy and that none of such numbers covers property other than the Project; (g) an endorsement insuring that all utilities serving the Project come through publicly dedicated streets or valid, perpetual easements; (h) an endorsement insuring over all survey exceptions; and (i) an endorsement that the Project complies with all subdivision laws. Except with the prior written approval of Purchaser, Seller shall not deliver (nor cause or permit to be created any exceptions delivered) to title other than exceptions created the Title Company, on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensthe Seller, Developer shall cause any indemnities of the Title Company to deliver Seller relating to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all issuance of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, Owner's Policy for any liens in its sole and absolute 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 excess of Escrow$100,000. If the Authority does Owner's Policy discloses any liens or encumbrances which are not Permitted Exceptions which Seller is obligated to cure pursuant to Section 6(1) above, Purchaser may remove such liens at Closing by paying so elect, it will notify Developer within thirty (30) days after receipt much of Developer’s objection. If the Authority 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 Purchase Price to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove the exception or expiration holders of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed liens as is necessary to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,do so.

Title. The Authority agrees title to the Real Property shall be free from all encumbrances, except: (a) provisions of existing building and zoning laws; (b) the matters set forth in that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved certain Commitment for Title Insurance dated February 12, 2003 issued by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed(Commitment No. C-99122429295); provided, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectivelyhowever, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute 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. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 notwithstanding anything herein to the contrary, and as agreed to by Seller and Purchaser before the date hereof, the legal description of the Property shall reflect the consolidation of the three parcels comprising the Property into one lot, as shown on that certain approval not required plan entitled, "Plan of Land for Parlex Corp. in Methuen, Mass" prepared by R.J. Pica Engineering, Co., October 9, 1997, recorded with the Essex County Registry of Deeds as Plan Number 13210; (ii) as agreed to by Seller and Purchaser before the date hereof, any UCC Financing Statements filed at the Essex County Registry of Deeds, the Massachusetts Secretary of State and/or the City of Methuen that relate to Monetary Liens shall be discharged and removed of record as of the Closing; and (iii) the standard exceptions as are found in an ALTA Owner's Policy of Title Insurance modified so as to exclude from exceptions to coverage (a) real estate taxes and assessments, water and sewer charges due and payable on or before the Lot Closing Date, (b) mechanics' and materialmen's liens, (c) rights of tenants or Lots affected by persons in possession other than the Seller in accordance with the Lease (defined below), (d) creditors' rights, and (v) survey matters other than matters disclosed on the Plan (defined below); (c) real estate taxes and water and sewer charges assessed against the Real Property for the current year as are not due and payable on or before the Closing Date; (d) any liens for municipal betterments or special assessments assessed after the date of this Agreement; (e) such exception, by notice other matters affecting title to the Authority delivered within ten Real Property as: (10i) days after Developer receives are disclosed on the Authority’s notice that it has elected not to remove ALTA survey entitled "Parlex Corporation 145 Milk Street, Methuen, Massachusetts" dated March 13, 2003 ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇nc. (project number 08477) (the exception or expiration "S▇▇▇▇▇"); (ii) exist as of record as of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 date of the Financing Plan,Commitment for Title Insurance referred to in Subsection (b) above; and (iii) existed as of the date of the Survey and were observable as of the date of the Survey based on an inspection of the Property; and (f) any exceptions caused by Purchaser or Purchaser's Representatives (hereinafter defined).

Title. 5.1 The Authority agrees that it Transferring Party shall convey marketable and insurable title for the College Property to the District. The College Property shall not cause be subject to be created any (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 title or at Closing at the Transferring Party’s expense, or (ii) any leases, except those specifically provided herein, rental agreements or other than exceptions created on behalf rights of occupancy of any kind, whether written or approved by Developer oral (the items described in (i) and (ii) are hereinafter referred collectively as the “Authority’s Title CovenantSeller Defects”). Promptly The Transferring Party shall, at its own expense, and within thirty (30) days after Escrow opensthe Date of this Contract, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for Purchaser an Owner’s title insurance for commitment (“Title Commitment”), issued by Title Underwriters Agency (“Title Company”) covering the property to be so conveyed, College Property and naming Purchaser as the proposed insured together with legible copies of all documents relating to title shown as exceptions shown in 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 Report” (collectively, a “PTR PackageExceptions”). Other In addition, the 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 exceptions existing at Permitted Title Exceptions affecting the time relevant Property, including matters shown on the Navy conveyed such property Survey, Purchaser shall have fourteen (14) Business Days after receipt of the Title Commitment or after delivery of the survey to the Authority (Transferring Party, whichever is later, to give Notice to the “Existing Navy Exceptions”) or created on behalf Transferring Party of Developer or with Developer’s approval (which exceptions any objections of Purchaser. If Purchaser fails to give any Notice to the Transferring Party by such date, Purchaser shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may have waived this right to object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”)or defects. If Developer 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 or satisfy all Seller Defects. If the Transferring Party fails or elects not to so object within the twenty (20) day periodcure any unpermitted title exceptions or defects, then all Purchaser may elect to close the transaction and take title, subject to such exception, or to terminate this Contract. Purchaser shall have the right at any time to 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 relevant Properties. Purchaser shall pay its own costs of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodextended coverage endorsement. 5.2 As used in Subparagraph 5.1, the Authority “insurable title” shall mean title insurable at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause standard rates by the Title Company not to show any exception to which Developer objected on 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 owner’s title insurance policy to be issued to Developer Purchaser for the College Property shall be effective and in force at close the time of Escrowdelivery. If Any costs associated with said closing shall be equally shared by the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Parties.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver Prior to the Authority and Developer preliminary title reports or commitments for title insurance for expiration of the property to be so conveyedInspection Period, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectivelyPurchaser, at Purchaser's expense, shall obtain a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority commitment (the “Existing Navy Exceptions”"COMMITMENT") or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the for an owner’s 's ALTA title insurance policy to 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 issued to Developer endorsed and updated at close of Escrow. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Lot or Lots affected by such exception, by notice to the Authority delivered Purchaser's expense within ten (10) days after Developer receives before Closing. The Commitment and any endorsement thereof shall show Seller to be vested with good, marketable and insurable fee simple title to the Authority’s notice that it has elected not 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 remove the exception or expiration of the thirty Inspection Period, Purchaser shall also obtain at Purchaser's expense, a survey (30the "SURVEY") day periodof 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, whichever occurs earlierthe 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 may raise as additional objections, however, 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 use its good faith diligent efforts to cause such defects to be cured by the date of closing but shall not be required to institute any administrative or judicial proceedings or to expend in excess of $20,000.00 in pursuit of such cure, except for "Seller Liens" (as defined below). Seller agrees to remove by payment, bonding, or otherwise any lien against the Property caused or created by Seller capable of removal by the payment of money or bonding ("SELLER LIENS"). In the event that Seller does not eliminate any defects as of the date of closing, Purchaser shall have the option of either: (i) 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 in which case event the Authority can proceed Escrow Agent shall return the Deposit and all interest earned thereon to market the property to others without any cost reimbursement or other obligation to Developer Purchaser, whereupon both parties shall be released from all further obligations under this Agreement, except as provided in Section 6.3 of the Financing Plan,those obligations which expressly survive termination.

Title. The Authority IN ACCORDANCE WITH THE REAL ESTATE LICENSE ACT OF TEXAS, YOU, AS BUYER, ARE ADVISED BY THE REAL ESTATE AGENT THAT YOU SHOULD HAVE THE ABSTRACT COVERING THE HEREIN DESCRIBED REAL ESTATE EXAMINED BY AN ATTORNEY OF YOUR SELECTION OR BE FURNISHED WITH OR OBTAIN A POLICY OF TITLE INSURANCE. Seller agrees that it shall not cause to be created any exceptions furnish to title other than exceptions created on behalf of or approved by Developer Buyer, at Buyer’s full expense, (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company i) prior to deliver to the Authority and Developer preliminary title reports or commitments for title insurance for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectivelyClosing, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property Commitment for Title Insurance from a title company mutually acceptable to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 Buyer and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Seller (the “Title Objection PeriodCompany”). If Developer fails to so object within , and (ii) shortly after Closing, both a Lender’s Policy of Title Insurance (if required by ▇▇▇▇▇▇) (the twenty “Lender’s Title Policy”) and an Owner’s Policy of Title Insurance (20the “Owner’s Title Policy”) day period, then all issued by the Title Company in the amount of the exceptions Purchase Price and dated as of or after the date of Closing. The Owner’s Title Policy shall insure Buyer’s title to be good and indefeasible subject only to the standard printed exceptions, applicable easements, the Declaration of Restrictions for the subdivision in which the Property is located, any liens securing the payment of the Loan, and any and all matters of record. The General Warranty Deed to be furnished by Seller at Closing shall be subject to any items shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day periodsurvey, the Authority at its cost mayterms listed in the preceding sentence, in its sole including all easements of record, and absolute discretion, elect to remove easements visible or otherwise cause the Title Company not to show any exception to which Developer objected apparent on the owner’s title insurance policy to be issued to Developer at close of Escrow. If ground, whether or not such easement is shown on the Authority does so electsurvey, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 which are applicable to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’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 Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,Property.

Title. (a) Prior to the expiration of the Feasibility Period, Buyer shall obtain an owner’s title commitment for title insurance (the “Commitment”) issued by a reputable title insurance company designated by Buyer (the “Title Company”), together with a copy of all exceptions contained therein and, at the option of Buyer, a survey of the Premises (the “Survey”) conforming to such requirements for ALTA/ACSM Land Urban Surveys as Buyer may desire, and Uniform Commercial Code, judgment and tax lien searches in the name of Seller. The Authority agrees that it Commitment, together with the Survey (if obtained) and such additional searches collectively are referred to in this Agreement as the “Title Documents.” (b) On the Closing Date, (i) title to the Property shall not cause be marketable, and good of record and in fact, free and clear of all liens, encumbrances, leases, covenants, conditions, restrictions, rights-of-way, easements and other matters affecting title, excepting only the facts, conditions, requirements and exceptions set forth in the Title Documents and accepted or deemed to have been accepted by Buyer pursuant to the remaining provisions of this Section 6 (“Permitted Exceptions”), and (ii) title to the Premises shall be insurable as such at ordinary rates by the Title Company. (c) Buyer shall have the right in its sole discretion to object to any fact, condition, requirement or exception set forth in the Title Documents upon written notice given to Seller prior to the expiration of the Feasibility Period (a “Notice of Objection”). Subject to Section 6(d), Buyer shall be deemed to have accepted any fact, condition, requirement or exception set forth in the Title Documents for which no Notice of Objection shall have been given. (d) Seller shall have the right, in its sole discretion and upon written notice to Buyer (a “Notice of Cure”) given within five days from and after the date any Notice of Objection shall have been given by Buyer (the “Reply Period”), within which to agree to cure any title objection so noticed by Buyer. Seller shall be deemed to have refused to cure any fact, condition, requirement and/or exception so noticed by Buyer for which no Notice of Cure shall have been given during the Reply Period. Notwithstanding the foregoing, and without the requirement of any Notice of Objection to be created given by Buyer, Seller hereby agrees as follows: (i) On the Closing Date, Seller shall deliver to the Title Company and Buyer all appropriate substantiation of the existence, good standing, power and authority of Seller and each of its representatives signing any exceptions to title other than exceptions created documents on behalf of or approved by Developer Seller; (“Authority’s Title Covenant”). Promptly after Escrow opensii) On the Closing Date, Developer shall cause the Title Company to deliver to the Authority Title Company all appropriate substantiation (including an Owner’s affidavit) sufficient in order to delete all standard title exceptions including, without limitation, exceptions based upon rights or claims of parties in possession other than each Tenant (as a tenant only) under their Lease; and (iii) On the Closing Date, (x) to pay and Developer preliminary title reports or commitments for title insurance for satisfy in full and cause the property to be so conveyedrelease of record of any and all mortgage liens granted by Seller and all delinquent real estate taxes, together with copies of any and all documents relating interest and penalties thereon, and, (y) to title exceptions shown pay and satisfy in the “Title Report” (collectivelyfull, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property or, if acceptable to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all of the exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, Buyer in its sole and absolute discretion, elect to remove or otherwise cause to be affirmatively insured (either by obtaining a full release of record of, or bonding over, indemnifying or escrowing with the Title Company in a manner reasonably satisfactory to Buyer), monetary judgments and/or actions at law constituting a lien against the Property or any portion of the Property, and mechanics’ and materialmen’s liens and/or notices of liens filed against the Property or any portion of the Property. (e) If Seller shall not give a Notice of Cure with respect to show each fact, condition, requirement and/or exception which is the subject of any exception Notice of Objection, or if, prior to Closing, Buyer discovers any matter affecting title to the Property which Developer objected on is not a Permitted Exception (and was not disclosed in the owner’s title insurance policy to be issued to Developer at close of Escrow. If Title Documents received from Seller or the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If Title Company during the Authority elects not to remove the exception or fails to respond within the thirty (30) day periodFeasibility Period), then Developer (subject to Seller’s obligations with respect thereto under Sections 6(d)(i)-(iii) above) Buyer shall have the right in its sole discretion to elect either (iA) to terminate this DDA as Agreement by written notice given to the Lot or Lots affected by such exception, by notice to the Authority delivered Seller within ten (10) days after Developer receives the Authority’s notice that it has elected not to remove latest of (i) the exception or date of expiration of the thirty Reply Period; or (30ii) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 date of expiration of the Financing Plan,Feasibility Period; or (iii) the date of such discovery, or (B) to close hereunder without abatement of the Purchase Price or any claim against Seller notwithstanding the existence of such fact, condition, requirement and/or exception.

Title. The Authority agrees that it shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opensAfter the Effective Date, Developer Seller shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments for Buyer a title insurance commitment issued by the Title Company for a current 2006 ALTA Form Owner's title insurance policy for the property to be so conveyed, together with copies of all documents relating to title exceptions shown in the “Title Report” (collectively, a “PTR Package”). Other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially and adversely affect Developer’s ability to finance and use 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 Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package Property (the “Title Objection PeriodCommitment”). If Developer fails The Title Commitment shall be in an amount equal to so object within the twenty Purchase Price and show insurable title to the Property to be in the name of Seller, subject to the following items (20collectively, the “Permitted Exceptions”): (i) day period, then all real estate taxes and special assessments that are not due and payable as of the Closing Date; (ii) all easements, servitudes, and rights of way of record affecting the Property; (iii) all right, title and interest of third parties in and to oil, gas or other minerals concerning the Property under recorded instruments, as well as all rights, title and interest of third parties under existing oil, gas, or mineral leases concerning the Property; (iv) the rights of the lessee under the Agricultural Lease (defined below) for the Property; (v) all matters listed as exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, coverage in its sole and absolute discretion, elect to remove or otherwise cause the Title Company not to show any exception to which Developer objected on the ownerSeller’s title insurance policy to for the Property; and (vi) such matters that could be issued to Developer at close disclosed by a current survey of Escrowthe Property prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys. If the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 Title to the Lot or Lots affected by such exceptionProperty shall be conveyed subject to the Permitted Exceptions, by notice to special warranty deed prepared by Seller’s counsel, the Authority delivered within ten (10) days after Developer receives form and substance of which shall be approved by Seller. A standard, basic owner’s policy of title insurance in the Authority’s notice that it has elected not to remove the exception or expiration amount of the thirty Purchase Price will be furnished to Buyer, at Seller’s cost, by First American Title Insurance Company, National Commercial Services, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Commercial Closing Counsel (30Tel: (▇▇▇) day period▇▇▇-▇▇▇▇; ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) (referred to hereinafter as, whichever occurs earlierthe “Title Company” or “Escrow Agent”). Buyer shall be responsible for the premiums and cost of any endorsements, riders or extended title insurance coverage, as well as any title insurance coverage required by Buyer’s lender (if any). Seller shall also be responsible for the cost of the Title Commitment and any search fees charged by the Title Company; provided, however, in which case the Authority can proceed to market event the property to others without Closing does not occur for any cost reimbursement reason other than a default by Seller, Buyer shall be responsible for all fees or other obligation to Developer except as provided in Section 6.3 charges of the Financing Plan,Title Company (e.g., cancellation fees, search fees, or abstract charges).

Title. The Authority agrees that it 6.1 Purchaser shall not cause to be created any exceptions to title other than exceptions created on behalf of or approved by Developer (“Authority’s Title Covenant”). Promptly after Escrow opens, Developer shall cause the Title Company to deliver to the Authority and Developer preliminary title reports or commitments promptly secure a commitment for title insurance for the property Property in an amount equal to be so conveyedthe Purchase Price ("Title Commitment,") issued by Chicago Title Insurance Company ("Title Insurer") for an owner's title insurance policy on the most recent standard American Land Title Association ("ALTA") Policy form, together with legible copies of all documents instruments identified as exceptions therein and shall cause a copy thereof to be delivered to Seller during the Feasibility Period. Purchaser agrees that it shall be solely responsible for payment of all costs relating to procurement of the Title Commitment and any Owner title policy. 6.2 Purchaser agrees to accept title to the Land and Improvements, so long as the same is insurable at ordinary rates and any conveyance by special warranty deed or equivalent deed pursuant to this Purchase Contract shall be subject to the following, all of which shall be deemed "Permitted Exceptions" and Purchaser agrees to accept the deed and title subject thereto: 6.2.1 Unless Purchaser objects to same during the Feasibility Period, all exceptions shown in the “Title Report” Commitment (collectively, a “PTR Package”). Other other than exceptions existing at the time the Navy conveyed such property to the Authority (the “Existing Navy Exceptions”) or created on behalf of Developer or with Developer’s approval (which exceptions shall be deemed to include a Reversionary Quitclaim Deed delivered under Section 16.5 mechanics' liens and deed restrictions required as part of a real property conveyance from the Navy, the Mitigation Measures or under the Housing Plan), Developer may object to any exceptions shown on the PTR Package that would materially taxes due and adversely affect Developer’s ability to finance and use the real property as permitted under this DDA (excluding any Public Trust exception that will be removed payable in connection with a Public Trust Exchange). Developer must notify the Authority in writing of any such objection within twenty (20) days after Developer receives the complete PTR Package (the “Title Objection Period”). If Developer fails to so object within the twenty (20) day period, then all respect of the period preceding Closing) and all exceptions shown on the PTR Package will be deemed to be Permitted Exceptions. If Developer does so object within the twenty (20) day period, the Authority at its cost may, noted in its sole Exhibit 6.2.1 attached hereto; and 6.2.2 Such exceptions and absolute discretion, elect to remove or otherwise cause matters as approved by Purchaser and as the Title Company not shall be willing to show omit as exceptions to coverage; and 6.2.3 All Commercial Leases and any exception to other occupancy, residency, lease, tenancy and similar agreements entered into in the ordinary course of business; and 6.2.4 All Property Contracts and any other existing contracts created in the ordinary course of business by Seller, which Developer objected on are approved by Purchaser during the owner’s title insurance policy to be issued to Developer at close of Escrow. If Feasibility Period; and 6.2.5 Real estate and property taxes for the Authority does so elect, it will notify Developer within thirty (30) days after receipt of Developer’s objection. If the Authority 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 calendar year in which closing occurs to the Lot or Lots affected by such exception, by notice to the Authority delivered within ten (10) days after Developer receives the Authority’s notice that it has elected extent not to remove the exception or expiration of the thirty (30) day period, whichever occurs earlier, in which case the Authority can proceed to market the property to others without any cost reimbursement or other obligation to Developer except as provided in Section 6.3 of the Financing Plan,due and payable; and