Common use of Title Clause in Contracts

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No (a) Purchaser shall, no later than fifteen ten (1510) business days after the Effective Date, order an owner’s title insurance commitment (“Title Commitment”). Purchaser shall obtainpromptly furnish (or cause its title company to furnish) to Seller a copy of the Title Commitment, and Purchaser shall identify any items listed in the Title Commitment that it deems objectionable (“Objections”). Seller shall, within fifteen (15) days of receipt of the list of Objections identified by Purchaser, notify Purchaser in writing of the Objections which Seller agrees to satisfy on or prior to the Closing, at its Seller’s sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and any Objections that Seller cannot or will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereundernot satisfy; provided, however, that all Objections which can be cured with the indemnity in subsection 3A hereof payment of a liquidated sum of money (including, but not limited to, any mortgage(s) (unless Purchaser assumes said mortgage(s)), and any mechanic’s liens, judgments and unpaid taxes), shall survive such terminationbe satisfied by Seller at Seller’s sole cost and expense. If Seller fails to notify Purchaser within the allowed fifteen (15) day period (the “Response Period”) whether or not Seller will satisfy the Objections or if Seller notifies Purchaser that it will not satisfy all of the Objections, then Purchaser shall be entitled to terminate this Agreement by delivering written notice thereof to Seller within ten (10) days following the expiration of the Response Period, or, if Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinterminate, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and waived the parties will proceed Objections which Seller did not expressly agree in writing to Closingsatisfy. B. Notwithstanding (b) Seller hereby covenants and agrees that between the provisions date of subsection A to the contrary, on this Agreement and the Closing Date, as defined belowSeller shall not convey any interest, title to right, or grant in the Property without Purchaser’s prior written consent, which consent shall not be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsunreasonably withheld.

Title. A. No later than fifteen 3.1 Fee simple title to the Properties shall be conveyed to Purchaser subject only to the Permitted Exceptions (15) days after hereinafter defined). Conveyance to Purchaser of title to the Effective DateProperties shall be by delivery of an executed special or limited warranty deed as to each Property, Purchaser shall obtainor the local jurisdiction equivalent, at its sole cost and expensesubstantially in the form of Exhibit “C” attached hereto (each, a current “Deed,” and collectively, the “Deeds”), with such reasonable changes to such form as may be reasonably necessary to permit the Deeds to be recorded in the applicable recording office for real estate records which is applicable to the Properties or as may be reasonably necessary to conform the Deeds to any other requirements with respect to the form of special or limited warranty deed without covenants imposed by the laws of the state in which the Properties are located. In advance of Closing, Seller shall have taken all necessary and customary actions to arrange with the Fidelity National Title Insurance Company and/or Chicago Title Insurance Company (as applicable in the jurisdiction where each Property is located, the “Title Company”), to issue and deliver to Purchaser one or more ALTA extended coverage owner’s title commitment insurance policies insuring title to each Property subject only to the Permitted Exceptions, in an amount not more than the Individual Value allocated to such Property, which Title Policies shall include any so-called “vendor policy” or coverage insuring the gap between the Closing Escrow Date (as defined below) and the date of recording of the Deeds, together with the following endorsements, to the extent available in the applicable jurisdiction for owner’s policies of title insurance for properties of this type, on matters relating to zoning, forced removal of encroachments, subdivision compliance, comprehensive, public road access, survey, contiguity (if applicable) and single tax parcel (if applicable) (each, a “Title Policy” and collectively, the “Title Policies”). The form of the Title Policies to be issued at Closing shall be in the form of the marked-up title commitments or pro forma policies which shall be delivered to Seller on or before the Effective Date and attached hereto as Exhibit “I”, subject to Section 7.5 (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “SurveyMarked Commitments”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable . 3.2 Conveyance to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property Agreements shall be good and marketableby delivery of an assignment executed by Seller substantially in the form of Exhibit “D” attached hereto, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except which document shall also be executed by Purchaser in order to provide for the Permitted Exceptions.assumption by Purchaser of the obligations under the Property Agreements assigned thereunder, arising from and after the Closing Date (the “

Title. A. No later than fifteen (15a) days after In accordance with Section 3.01(a), Seller shall provide Purchaser with all title policies then in place on the Effective DateReal Property to allow Purchaser to order title updates, Purchaser shall obtainand the Title Commitment from the Title Companies, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance together with copies of all Title Documents (the “Title CommitmentReport”) issued by ). At the Escrow AgentClosing and as a condition to Purchaser’s obligations under this Agreement, together with true the Title Companies shall issue to Purchaser, and complete copies of all exceptions contained therein. In addition, Purchaser shall orderaccept (at Purchaser’s expense), without payment of an extraordinary premium, an ALTA Endorsement 15-06 (Nonimputation-Full Equity Transfer), or its state-specific equivalent, with respect to the Title Policies (the “Title Insurance Policies”). Purchaser, at its sole cost and expenseown expense in accordance with Section 7.02(c), an ALTA Survey may order a survey of any or all of the Real Property (the “Survey”). Upon . (b) Prior to the receipt expiration of the Due Diligence Period, Purchaser shall furnish to Seller’s attorney a writing (the “Title Report Objection Notice”) specifying any objections to matters shown in: (i) Schedule B of the Title Commitment Commitment; (ii) any search included in the Title Report; (iii) the Title Documents; and/or (iv) the Survey, which materially and Surveyadversely affect the marketability of title to the Real Property or any portion thereof (to be determined by Purchaser applying standards customary in the industry for determining marketability) (each, a “Title Objection”). If, after giving the Title Report Objection Notice to Seller, Purchaser receives a continuation report showing any exceptions to title to the Property that are not Permitted Exceptions, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey give written notice thereof to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree Except for those items that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling obligated to satisfycure pursuant to the terms of this Agreement, then within five (5) days after notice from Purchaser noting any such matter not the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice subject of a timely Title Objection shall be deemed an election by Seller that all exceptions other than a Permitted Exceptions will be removed from Exception. Notwithstanding anything to the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anycontrary contained herein, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection have no need to such additional Permitted Exceptions and its election object to terminate this Contractany Mandatory Title Removal Item, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser Mandatory Title Removal Items shall be automatically deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingTitle Objections. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after Title to the Effective DateProperty shall be conveyed to the Purchaser at Closing in good, marketable and indefeasible fee simple by Special Warranty Deed (the “Special Warranty Deed”), free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust, and security interests but subject to those encumbrances and easements now of record. The Special Warranty Deed shall contain a reverter clause that will be effective if the Property is not used for the Uses for a period of six (6) consecutive months following issuance of a certificate of occupancy by the City. The Special Warranty Deed will be in substantially the form attached to this Agreement as Exhibit A and incorporated herein by reference. (b) The Purchaser shall obtainobtain a Commitment for Title Insurance (the “Title Commitment”), committing to insure upon the payment of a requisite premium at standard rates that the Purchaser shall own good and indefeasible fee simple title to the Property, subject only to those encumbrances revealed in the Title Commitment. The Purchaser shall promptly forward a complete copy of the Title Commitment to the Seller. The Purchaser, at its sole cost and expense, may also cause a current ALTA owner’s title commitment for title insurance (ALTA-ACSM Urban survey of the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey Property (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish to be prepared by a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are surveyor acceptable to the Purchaser, including a certification addressed to the Purchaser in a form acceptable to the Purchaser and the Purchaser’s title company (the “Permitted ExceptionsTitle Company”) and the requirements which Purchaser requires Seller to satisfy). The parties agree that Purchaser shall have until the Leases are Permitted Exceptionsexpiration of the Study Period (as defined in Subsection 7(a) below) within which to object, by written notice to the Seller, to any exceptions to title set forth in the Title Commitment. Such objections shall be within the Purchaser’s sole discretion. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing object to Seller’s expansion any such item by written notice to the Seller prior to the expiration of the Permitted Exceptions within Study Period, the time permitted herein, then Purchaser shall be deemed to have accepted approved such additional Permitted Exceptionsitem. If the Purchaser objects to any such item by timely written notice to the Seller, the Seller shall have the right (without any obligation to do so) to cure or attempt to cure the Purchaser’s objections to such item within thirty (30) days after receiving such notice. In the event the Seller is unable to or elects not to cure any one or more of the Purchaser’s objections, the Seller may notify the Purchaser in writing of such election and request that the Purchaser waive the Purchaser’s right to terminate this Agreement due to such objection(s). If the Purchaser does not terminate this Agreement within thirty (30) days after receiving such notice from the Seller, the Purchaser shall be deemed to have waived its right to terminate this Agreement due to such objections. If the Seller fails to respond to the Purchaser’s objections within thirty (30) days after receiving notice of such objections from the Purchaser, the Seller shall be deemed to elect to cure such objections and this Agreement shall continue in full force and effect. (c) Notwithstanding anything to the contrary herein, at or prior to Closing, the Seller shall remove or cause to be released all monetary liens and security interests (including any and all deeds of trust, mortgages, tax liens, mechanic’s liens, judgment liens) of record and encumbering the Property, and the parties will proceed Title Company is authorized at Settlement to Closing. B. Notwithstanding use any portion of the provisions Purchase Price to satisfy and remove any such monetary lien(s) and security interest(s). In addition, the Seller shall not further encumber the Property after the Effective Date of subsection A to the contrary, on the Closing Datethis Agreement. “Permitted Exceptions”, as defined belowthe term is used in this Agreement, title means exceptions set forth on Schedule B-Section 2 of the Title Commitment approved by the Purchaser pursuant to the Property shall be good this Section and marketable, free real estate taxes not yet due and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionspayable.

Title. A. No later than fifteen (15) days From and after the Effective Date, Purchaser Buyer shall obtain, at its sole cost and expense, have the right to order a current ALTA owner’s title commitment for title insurance commitment prepared in accordance with all of the terms and conditions of this Agreement (the “Title Commitment”). (a) The Title Commitment shall be prepared in accordance with the current ALTA Form, issued by First American Title Insurance Company — Milwaukee Office acceptable to Buyer (the Escrow Agent“Title Company”), together with true and complete copies agreeing to issue, upon recording of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expensethe Conveyance Instrument, an ALTA Survey owner’s and leasehold title insurance policy to Buyer and an ALTA Lender’s title insurance policy issued to Buyer’s lender(s), if applicable, in the amount of the 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 “Survey”)gap coverage,” a location endorsement and an owner’s comprehensive endorsement, a utility facilities endorsement, and a tax parcel endorsement. Upon Seller shall cause the receipt of Title Company at or prior to Closing to down date the Title Commitment to the date and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy time of the Title Commitment recording of the Conveyance Instrument and Survey provide a “title ▇▇▇▇-up” showing the final form of the title insurance policy (including the above referenced endorsements) to Sellerbe issued, together with a statement as to which exceptions shown on ▇▇▇▇-up shall obligate the Title Commitment are acceptable Company to Purchaser 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) and days after the requirements which Purchaser requires Seller title evidence is furnished to satisfyBuyer. The parties agree that premium for the Leases are Permitted Exceptions. If Seller determines that it is not able title policy and any fees for endorsements or is unwilling to cause all exceptions other services provided by the Title Company (other than the Permitted Exceptions to mortgagee policy, if any) shall be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure paid by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days after the Effective DateSELLER HEREBY ADVISES BUYER THAT BUYER SHOULD OBTAIN A POLICY OF TITLE INSURANCE WITH RESPECT TO THE PROPERTY AND SHOULD HAVE ANY COMMITMENT FOR SUCH TITLE INSURANCE POLICY EXAMINED BY AN ATTORNEY OF BUYER'S OWN SELECTION. Unless otherwise required by applicable law, Purchaser Buyer shall obtain, at its sole cost and expense, any title commitment, title examination, or policy of title insurance with respect to the Property and Seller shall not be obligated to pay any portion thereof. If, and only if, required by applicable law, Seller shall, at Seller’s expense, furnish to Buyer an owner's policy of title insurance dated as of the Closing Date (the "Title Policy") issued by a current ALTA title company of Seller’s choosing ("Title Company"). Seller’s agreement to furnish the Title Policy is conditioned on Buyer’s agreement herein to accept the Title Policy and that the Cclosing taking place at the office of, and all disbursements be made by, Seller’s attorney or agent or Title Company on the Closing Date, as extended, if applicable. In any event, if Buyer elects to obtain its own title commitment, title examination, or owner’s policy of title insurance with respect to the Property, Seller shall not be obligated to provide any such commitment, examination or the Title Policy. In any event, Buyer shall be responsible for obtaining and paying for any mortgagee title insurance policy or other title policy and any associated costs associated therewith. (1) existing deed restrictions and restrictive covenants affecting the propery; (2) discrepancies, conflicts and shortages in area or boundary lines, or any encroachments or any overlapping of improvements; (3) real estate and personal property taxes of for the current and subsequent years and subsequent assessments for prior years due to change in land usage or ownership; (4) existing building and/or zoning restrictions and/or ordinances; (5) easements or roads, easements visible upon the ground, easements of record; (6) liens created or assumed as security for the Sales Price, liens created or granted by or at the direction of Buyer, liens created in connection with the Closing; (7) rights or privileges of public service companies and utility easements of record or common to any platted subdivision of which the Property is a part; (8) reservations or other exceptions of record or known to the Buyer; (9) the terms and provisions of any declaration, by-Laws and rules and regulations of any condominium regime or homeowner’s association pertaining to the Property, as amended, including the platted easements and assessments set out therein; (10) the terms of any lease, ground lease or similar agreements, if any; (11) any other liens, encumbrances, easements, covenants or restrictions of record or known to the Buyer; and (12) any other matters that would be disclosed or discoverable by an accurate survey of the Property. If Seller is required by applicable law to furnish Buyer with a Title Policy, and Buyer does not obtain its own title commitment, title examination, or owner’s policy of title insurance with respect to the Property, then Seller Buyer shall make available to Buyer, on or before that date which is five (5) (10) calendar days prior to the Closing Date, as extended, if applicable, the commitment for title insurance the Title Policy (the “Commitment”) and copies of all exception documents referenced in the Commitment (the “Exception Documents”). Buyer shall have three (3) calendar days following the date on which Seller makes the Commitment and Exception Documents available to deliver to Seller written notice (the “Title CommitmentObjections Notice”) issued of its objection to any title defect disclosed by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions (the “Title Objections” and each, a “Title Objection”). Seller, at its option, may (i) decline to be removed from cure any one (1) or more of the Title Commitment Objections by providing written notice thereof to Buyer on or that there are requirements which before the Closing Date, as extended, if applicable (the “Seller Notice”); or (ii) attempt to cure any one (1) or more Title Objections prior to the Closing Date, as extended, if applicable; or (iii) extend the Closing Date by not more than thirty (30) calendar days and attempt to cure any one (1) or more Title Objections during such extension period. If the Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the cure any Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy Objection on or before Closing. Within five (5) days after receipt by Purchaser of the Closing Date, as extended, if applicable or if Seller delivers the Seller’s 's Notice, or if anySeller fails to respond at all to the Title Objections Notcie by the Closing Date, Purchaser shall give Seller written notice as extended, if applicable, then Buyer may waive such Title objection and proceed to Closing in accordance with the terms of the Contract, as modified by this Addendum, or Buyer may, as Buyer's sole and exclusive remedy, terminate the Contract and receive a refund of any Monies (idefined below) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contractactually paid, in which event the Escrow Agent parties shall immediately forward be relieved of all obligations under the Deposit to PurchaserContract, and neither party shall have any further liability or obligations to except for Buyer's Indemnification Obligations. In the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser event Buyer fails to note its objection timely deliver the Title Objections Notice, then all exceptions described or identified in writing the Commitment shall be deemed part of the "Permitted Exceptions". In no event shall the Buyer be permitted to Seller’s expansion object to any of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on . On or before the Closing Date, as defined belowextended, if applicable, Seller shall deliver to the settlement agent performing the Closing, Seller's form of Special Warranty Deed, Quitclaim Deed or other deed conveying the Property to Buyer in form and substance as may be acceptable to the Seller (the “Deed”). The Deed will shall not contain general warranty covenants. The Seller will warrant and defend title to the Property shall be good and marketable, free and clear against the lawful claims of all mortgagespersons claiming by, liens and encumbrancesthrough, and free and clear of all leasesor under Seller, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for but against none other. The Deed will be subject to the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after At Closing, Seller shall transfer fee simple title to the Effective DateProperty to Purchaser subject only to (i) real estate taxes and sewer and water charges (collectively, Purchaser shall obtainthe “Impositions”) not then due and payable, at its sole cost (ii) the easements, covenants, restrictions and expense, a current ALTA ownerexceptions of record that are shown on the Purchaser’s title commitment for title insurance (the “Title Commitment”) issued by at the Escrow Agentend of the Inspection Period, together with true (iii) all laws, ordinances, statutes, orders, requirements and complete copies of all regulations to which the Property is subject, (iv) the preprinted exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of in the Title Commitment (other than the preprinted exception for creditors’ rights), (v) any exception from an updated survey, and Survey, Purchaser shall promptly review all (vi) any Title Commitment requirements which are Purchaser’s responsibility to fulfill (such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of as providing the Title Commitment Company with organizational and Survey to Sellerauthorization documentation) (collectively with the Impositions not then due and payable, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”). (b) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other Not later than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five ten (510) days after notice from Purchaser noting prior to the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance expiration of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anyInspection Period, Purchaser shall give Seller written notice (“Purchaser’s Title Notice”) of any title exceptions or other matters which are contained in the Title Commitment or the Purchaser’s survey and which are not acceptable to Purchaser (ieach, a “Title Objection”). Failure by Purchaser to give Purchaser’s Title Notice (or to object to any matter referenced in the Title Commitment or the Purchaser’s survey) to Seller on or before said date shall constitute Purchaser’s acceptance of such additional matters and such matters shall be deemed Permitted Exceptions or requirements or (ii) Exceptions. If Purchaser’s objection Title Notice shall be timely given, Seller shall have a period of eight (8) days following Seller’s receipt of Purchaser’s Title Notice to respond in writing as to whether Seller will cure or attempt to cure the Title Objections set forth in Purchaser’s Title Notice. For purposes of clarity, the parties agree that, except as otherwise expressly provided in Paragraph 6(c) below with respect to Seller Monetary Obligations, Seller shall have no obligation to undertake any action or incur any expense in order to cure or attempt to cure any Title Objections set forth in Purchaser’s Title Notice. In the event that Seller (in its sole discretion) elects not to attempt to remove, correct, cure or satisfy the Title Objections raised in Purchaser’s Title Notice, or if having elected to do so, does not, prior to the Closing Date, effectuate any such additional Permitted Exceptions and removal, correction, cure or satisfaction as aforesaid (hereinafter called “title correction”), Purchaser shall Initials | | | have the right at its election sole option either (i) to terminate this ContractAgreement, in which event the Escrow Agent ▇▇▇▇▇▇▇ Money shall immediately forward the Deposit be returned to Purchaser, Purchaser and neither party shall thereafter have any further liability hereunder, except as otherwise provided in this Agreement, or obligations (ii) to accept such title as is disclosed by the Title Commitment and Purchaser’s survey without title correction and without any reduction to the other hereunder; providedPurchase Price, howeverthereby waiving any rights against Seller with respect thereto. Said election shall be made by Purchaser prior to the expiration of the Inspection Period. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Purchaser shall close the indemnity transaction contemplated hereby in subsection 3A hereof accordance with the terms hereof. In the event that Seller shall survive such terminationonly be partially successful in obtaining title correction, Purchaser shall have the same alternative rights as Purchaser would have in the event Seller had declined to seek title correction (as set forth above). Purchaser shall make its election within three (3) days after Purchaser’s receipt of written notice from Seller to Purchaser of the extent to which title has been corrected. (c) If Purchaser fails to note its objection does not terminate this Agreement during the Inspection Period in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinaccordance with Paragraph 8(a), then (except with respect to any Title Objection which Seller has elected to cure in accordance with the provisions of Paragraph 6(b), which shall be governed by the provisions of Paragraph 6(b)), Purchaser shall be deemed to have accepted such additional approved all of the Permitted Exceptions, and Exceptions other than the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, Seller Monetary Obligations (as defined below), which shall be paid or otherwise discharged by Seller at or before Closing, unless the same arise out of Purchaser’s activities, in which event any such liens and encumbrances shall be paid by Purchaser. Seller does not make any representations, warranties or covenants concerning title to the Property except that (1) after the Effective Date, Seller shall be good not execute any deed, easement, restriction, covenant or other matter affecting title to the Property unless Purchaser has received a copy thereof and marketable, free has expressly approved the same in writing (in its sole and clear of unfettered discretion); and (2) Seller shall remove or otherwise discharge at or before Closing any and all mortgages, deeds of trust, mechanics or materialmen’s liens and encumbrancesall other monetary liens against the Property voluntarily caused by Seller (the “Seller Monetary Obligations”) other than those, if any, which arise out of Purchaser’s activities. Seller agrees that the preceding sentence shall not eliminate or otherwise alter Seller’s obligation to deliver the Deed at Closing in accordance with Paragraph 12(a) of this Agreement. At Closing, Seller will deliver an affidavit in the form attached hereto as Exhibit D. (d) Seller agrees to provide Purchaser with copies of its Deed, title insurance policy and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and any other matters, except for the Permitted Exceptionstitle documents that are in Seller’s possession.

Title. A. No later than fifteen Buyer, within three (153) business days after of the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”) issued by ). Closing will be conditioned on the Escrow Agentagreement of the Title Company to issue an Owner’s Title Insurance Policy, together with true dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and complete copies assessments; survey exceptions; the rights of all exceptions contained thereinparties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. In addition, Purchaser shall orderBuyer shall, at its sole cost and expense, order and obtain an ALTA Survey updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title objections thereto (the “SurveyTitle Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Upon the receipt of the Title Commitment and SurveyExcept as set forth below, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from any title exception disclosed by the Title Commitment or that there are requirements which Buyer’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller is unable shall fail to cure (or unwilling commence to satisfycure) or eliminate all the Title Objections listed in the Notice of Defect within fifteen (15) business days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement. In the event that Seller agrees to cure a Title Objection and commences such cure, but the same cannot be cured within five (5) days after the Title Cure Period, the Buyer may, by written notice from Purchaser noting to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions and requirements, or terminate the Agreement by written notice to Seller shall give notice delivered within three (“Seller’s Notice”3) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from business days following the end of the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsCure Period, and the parties will failure to deliver such election notice shall constitute an election to proceed to Closing. B. Notwithstanding under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the provisions of subsection A Property and which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Property shall not in any event be good and marketablea Permitted Title Exception hereunder, free and clear but such claim shall be paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Buyer at Closing, and free the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the acts or omissions of Seller, and clear not those of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsTenant.

Title. A. No later than fifteen Upon full and final payment by Lessee of (15a) the applicable purchase price of the Aircraft, (b) all unpaid Rent due and payable through and including the Purchase Date and (c) all other amounts due and payable by Lessee under this Agreement, Lessor will transfer to Lessee title to the Aircraft in accordance with Section 4.5. 17.4 APPRAISALS Whenever Fair Market Rental Value or Fair Market Sales Value of the Aircraft is required to be determined by an appraisal under this Section 17, Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser then each shall promptly appoint a separate Appraiser and such Appraisers shall jointly determine such amount. If either Lessee or Lessor fails to so appoint an Appraiser, the determination of the single Appraiser appointed shall be final. If two Appraisers are appointed and within 7 days after the Effective Dateappointment of the latter of such two Appraisers, Purchaser they cannot agree upon such amount, such two Appraisers shall, within 8 days after such latter appointment, appoint a third Appraiser and such amount shall obtainbe determined by such three Appraisers, at its sole cost who shall make their separate appraisals within 7 days following the appointment of the third Appraiser, and expenseany determination so made shall be conclusive and binding upon Lessor and Lessee. If no such third Appraiser is appointed within such 8-day period, a either Lessor or Lessee may apply to the American Arbitration Association to make such appointment, and both parties shall be bound by such appointment. The foregoing appraisal procedure shall in any event be completed no less than 190 days before the end of the Base Lease Term or the current ALTA owner’s title commitment for title insurance (Renewal Lease Term, as the “Title Commitment”) issued by case may be. If three Appraisers are appointed and the Escrow Agentdifference between the determination which is farther from the middle determination and the middle determination is more than 125% of the difference between the middle determination and the third determination, together with true then such farther determination shall be excluded, the remaining two determinations shall be averaged and complete copies such average shall be final and binding upon Lessor and Lessee. Otherwise, the average of all exceptions contained thereinthree determinations shall be final and binding upon Lessor and Lessee. In addition, Purchaser shall order, at its sole cost The fees and expense, an ALTA Survey (the “Survey”). Upon the receipt expenses of the Title Commitment and Survey, Purchaser shall promptly review all such information Appraisers and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice such appraisal procedure shall be deemed an election borne equally by Seller Lessee and Lessor, provided that all exceptions other than Permitted Exceptions will be removed from if Lessee elects not to renew this Lease or purchase the Title Commitment and that Seller will satisfy all requirements for Aircraft following the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance conclusion of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to appraisal, Lessee shall pay all expenses of such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingappraisal. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser Seller shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of deliver the Title Commitment and Survey, together with all title exception documents reflected therein to Purchaser shall promptly review all such information and shall, no not later than thirty five twenty (3520) days after prior to the Effective Closing Date, furnish a copy of . If Purchaser objects to any exceptions to title shown in the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anyExceptions), Purchaser shall give Seller written notice of such objection no later than the later to occur of (a) ten (10) business days after Purchaser's receipt of the last of the Survey and Title Commitment (including copies of all Schedule B exceptions) or (b) the end of the Inspection Period. Any exceptions to title shown on the Title Commitment to which Purchaser does not so object shall be deemed approved by Purchaser and included in the definition of "Permitted Title Exceptions" for purposes of this Agreement. Purchaser agrees to accept title at the Initial Closing subject to all Permitted Title Exceptions. If the date down to the Title Commitment at the Initial Closing discloses exceptions to title other than Permitted Title Exceptions and liens securing indebtedness which may be released for an amount less than the Base Purchase Price and which Seller shall have the right to pay and discharge on or before the Closing Date, Seller may, but shall be under no obligation to, have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure for the full amount of said policy against loss or damage that may be occasioned by such unpermitted exceptions. If Seller fails to have such exceptions removed or insured over or fails to commit in writing to have the same removed or insured over prior to the expiration of the Seller's Cure Period, Purchaser, as its sole right and remedy on account thereof, shall, prior to the expiration of the Purchaser's Response Period, elect in writing to either (i) Purchaser’s acceptance terminate this Agreement (in which event the Deposit together with interest thereon, if any, shall forthwith be returned to Purchaser and, except with respect to the Surviving Obligations, all obligations of such additional Permitted Exceptions the parties hereunder shall cease and this Agreement shall have no further force or requirements effect), or (ii) Purchaser’s objection accept title subject to such additional Permitted Exceptions unpermitted exceptions with the further right to deduct from the Base Purchase Price amounts secured by or constituting unpermitted liens or encumbrances of a definite or ascertainable amount (provided such unpermitted liens or encumbrances, exclusive of voluntary encumbrances such as mortgages, do not exceed in the aggregate, an amount of Five Hundred Thousand and its election to no/100 Dollars ($500,000.00). If Purchaser does not so elect, this Agreement shall automatically terminate this Contract, without written further action of the parties (in which event the Escrow Agent Deposit together with interest thereon, if any, shall immediately forward forthwith be returned to Purchaser and, except with respect to the Deposit to PurchaserSurviving Obligations, all obligations of the parties hereunder shall cease and neither party this Agreement shall have any no further liability force or obligations effect). A concurrent condition on to the other hereunder; provided, however, obligation of Purchaser to close at the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, Initial Closing is that on the Closing Date, Seller shall, at Seller's sole cost and expense, cause the Title Insurer to issue an owner's title insurance policy in the amount of the Base Purchase Price, pursuant to and in accordance with the Title Commitment, insuring fee simple title in Purchaser as defined belowof the Closing Date, title subject only to the Property Permitted Title Exceptions and such other title exceptions as Purchaser may approve. The Closing Date shall be good and marketableextended, free and clear if necessary, to the end of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsPurchaser's Response Period.

Title. A. No later than fifteen (15A) At Closing title to the Property shall be fee simple absolute, free and clear of all covenants, restrictions, easements, rights of way, mortgages, security interests, liens, encumbrances and title objections, excepting only those matters described on Exhibit “C” attached hereto and the exceptions listed on the deed in which title was vested in Seller (collectively, the “Permitted Exceptions”). At Closing title to the Property shall be insurable as such by any reputable title insurance company authorized to issue title insurance in the state where the Property is located, at such company’s regular rates, pursuant to a standard form ALTA owner’s form of policy. (B) Within thirty (30) days after the Effective Datedate of this Agreement, Purchaser shall obtainobtain from Escrowee and shall submit to Seller a commitment to insure title to the Property, at its sole cost together with complete and expenselegible copies of all written covenants, a current ALTA owner’s title commitment for title insurance restrictions, easements, and agreements which are listed as exceptions thereon (collectively, the “Title Commitment”) issued by ). Concurrently with its submission of the Escrow Agent, together with true and complete copies of all exceptions contained therein. In additionTitle Commitment, Purchaser shall order, at its sole cost and expense, an ALTA Survey notify Seller in writing of any exception or matter shown in the Title Commitment that Purchaser believes is not a Permitted Exception (the “SurveyTitle Objection Notice”). Upon the receipt of the Title Commitment and Survey, If Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is does not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from submit the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions Objection Notice within the time permitted hereinallowed, then Purchaser shall be deemed to have accepted such additional approved all exceptions or matters shown on the Title Commitment and shall accept title subject thereto, unless the exception or matter (other than a Permitted Exceptions, Exception) does not appear of record or was not shown on the Title Commitment on the date on which Purchaser submits to Seller the Title Commitment and the parties will proceed to ClosingTitle Objection Notice. B. (C) Notwithstanding the provisions of subsection A anything to the contrarycontrary contained in Section 5(A) above, on if Purchaser gives the Title Objection Notice within the time allowed, then Seller shall have the right, at its option, to defer the Closing DateDate for a period not exceeding thirty (30) days, as defined belowduring which ▇▇▇▇ ▇▇▇▇▇▇ shall have the right, title but not the obligation, to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsremove or otherwise resolve Purchaser’s objections.

Title. A. No later than fifteen Within ______ (15___) days after of the Effective Date, Purchaser Buyer shall obtain, at its sole cost and __________’s expense, a current ALTA commitment for an owner’s title commitment for policy of title insurance issued by a title insurance company selected by ▇▇▇▇▇ (the “Title Company”) with respect to the Property (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the The Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires show in Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the marketable title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, fee simple free and clear of all mortgages, liens and encumbrances, encumbrances except: (i) those created by Buyer; (ii) those specifically set forth in this Contract; (iii) zoning ordinances; (iv) legal highways; and free and clear of all leases, security interests(v) covenants, restrictions, rights-of-wayconditions and easements of record which do not interfere with or restrict the use of the Property contemplated by Buyer. If title to all or part of the Property is unmarketable, as determined by Ohio law with reference to the Ohio State Bar Association’s Standards of Title Examination, or is subject to liens, encumbrances, easements, conditions, restrictions or encroachments other than those excepted by this Contract, Buyer shall have the right to object to such conditions within twenty (20) days of Buyer’s receipt of the 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 Policy”) is a condition precedent to the parties’ obligation to proceed to Closing under this Agreement. The Title Policy shall be in a form reasonably acceptable to Buyer and in the amount of the Purchase Price, showing title to the Property vested of record in Buyer in fee simple, subject only to any matters approved or waived by ▇▇▇▇▇, any matters shown on the Survey and not objected to by ▇▇▇▇▇ and any other matters, except for the Permitted Exceptionsmatters that ▇▇▇▇▇ has approved in writing.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, acknowledges receipt of a current ALTA owner’s title commitment for title insurance commitment (the “"COMMITMENT") for an Owner's Policy of Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey Insurance from Chicago Title Insurance Company (the “Survey”"TITLE COMPANY"). Upon , covering the receipt of the Title Commitment and SurveyReal Property dated May 5, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller2004, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause copy of all exceptions other than the Permitted Exceptions to be removed set forth therein. Purchaser shall order an update from the Title Commitment or that there are requirements which Company of the Commitment. Purchaser shall notify Seller is unable or unwilling to satisfy, then within five (5) days prior to the expiration of the Feasibility Period in writing of any title exceptions identified in the updated Commitment which Purchaser reasonably disapproves. Any exception, exclusion from coverage or other matter shown in the Commitment as of the end of the Feasibility Period or otherwise not disapproved in writing within said time period shall be deemed approved by Purchaser and shall constitute a "PERMITTED EXCEPTION" hereunder. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments payable during 2004 and subsequent years, (ii) the rights of the tenants under the Leases and Approved New Leases (hereinafter defined), (iii) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser, and (iv) the exceptions to title identified on Exhibit D attached hereto, shall constitute "PERMITTED EXCEPTIONS". Prior to the Closing, without Seller's prior written consent, Purchaser 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. Notwithstanding the foregoing, in the event any title encumbrance results from a matter willfully caused by Seller from and after notice from Purchaser noting the Permitted Exceptions Effective Date, Seller must take affirmative action to cure such title defect and requirementsthe failure of Seller to do so shall constitute a breach of this Agreement. Further, Seller must satisfy on or before the Closing (whether by payment, bonding around or otherwise) (a) all mortgages and deeds of trust, (b) liens that have been voluntarily placed against the Property by Seller (and not tenants of the Property or other third parties) after the date of this Agreement and that are not otherwise permitted pursuant to the provisions hereof, and (c) mechanic's liens placed against the Property due to work performed by Seller or contracted for with Seller (and not tenants of the Property or other third parties). In addition, Seller shall give notice be obligated to remove all easements, covenants or other similar voluntary title encumbrances placed on the Property after the expiration of the Feasibility Period and prior to the Closing Date without Purchaser's express written consent. Notwithstanding anything to the contrary set forth herein, Seller shall not be required to cure (“Seller’s Notice”1) mechanic's liens relating to Purchaser stating those work performed by tenants or other exceptions which must third parties, (2) judgment liens, and (3) other encumbrances placed of record after the expiration of the Feasibility Period and not required to be included cured by Seller pursuant to the immediately preceding sentence, but in the event any of the aforementioned encumbrances exist as additional Permitted Exceptions and those requirements of the Closing Date which Seller is unable or unwilling shall elect not to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anycure, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election have the right to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, Agreement and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion receive a refund of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingDeposit. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days At Closing hereunder, Seller will convey to Purchaser good, marketable and insurable fee simple title to the Property, free and clear of all liens and encumbrances and subject only to the Permitted Exceptions. Seller will not, after the Effective Datedate hereof, sell, convey, option or contract to do any of the foregoing or otherwise convey, abandon, relinquish, cloud or encumber title to the Property or any part thereof or contract to do any of the foregoing in a manner which would survive Closing except as may be expressly provided for herein. At Closing, Seller will cause the Title Company to issue to Purchaser, or unconditionally commit to issue to Purchaser after Closing, a 2006 ALTA form of extended coverage owner’s policy of title insurance insuring marketable, insurable title to the Property in Purchaser in the amount of the Purchase Price for such Property, subject only to the Permitted Exceptions (the “Title Policy”). If any update of the Title Commitment issued after expiration of the Inspection Period shall obtainshow any exceptions which are not Permitted Exceptions or shall contain any additional requirements, which exceptions or additional requirements are caused by Seller (or anyone acting by, through or under Seller or its affiliates) without Purchaser’s prior written consent (which may be withheld in Purchaser’s sole discretion), Seller will, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (within the “Title Commitment”) issued by earlier of 30 days or the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Closing Date, furnish a copy of the Title Commitment cure such exceptions and Survey satisfy such requirements. Seller’s obligation to Sellercure such exceptions will, together with a statement as to which exceptions shown on the Title Commitment are if such method is acceptable to Purchaser (as to any specific exception, include the “Permitted Exceptions”) obligation to obtain title insurance protection for Purchaser against such exception and to pay additional premiums or costs which the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted ExceptionsTitle Company charges for such protection. If each of such exceptions has not been cured by Seller determines that it is or waived by Purchaser within the earlier of 30 days or the Closing Date, and Purchaser does not able elect to waive such exception or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) Purchaser will be entitled to Purchaser stating those other all rights and remedies therefor, including, without limitation, specific performance with abatement and/or damages on account of the existence of any such exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional are not Permitted Exceptions or for any requirements which are not satisfied by Seller, or termination of this Agreement and the return of the Deposit and any Extension Deposits. If a third party (iinot related to Seller or anyone acting by, through or under Seller or its affiliates) causes such new title exception or additional requirements, Purchaser’s only right will be to either waive its objection to such additional Permitted Exceptions and its election thereto or to terminate this ContractAgreement. In the event of any such termination, in which event the Escrow Agent shall immediately forward the Deposit and any Extension Deposits will be returned to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall thereupon be good and marketable, free and clear relieved of all mortgages, liens further liabilities and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other mattersobligations hereunder, except for the Permitted Exceptionsany liabilities and obligations which by their terms survive any termination of this Agreement.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtainPurchaser, at its sole cost and expense, shall obtain a current ALTA owner’s title commitment for title insurance commitment (the “Title Commitment”) issued from a recognized title insurance company doing business in the State of New Jersey (the “Title Company”) insuring marketable title (as hereinafter defined) to each Real Property. For the purposes of this Agreement, “marketable title” shall be deemed to be such title as any recognized title insurance company doing business in the State of New Jersey shall insure at standard rates and subject only to the usual printed exceptions and to the title exceptions set forth on Exhibit “G” attached hereto and made a part hereof and such other exceptions as may be approved in writing by Purchaser or not objected to by Purchaser as hereinafter provided (collectively, the Escrow Agent, together with true and complete copies “Permitted Exceptions”). No later than the expiration of all exceptions contained therein. In additionthe Due Diligence Period, Purchaser shall order, at forward to Seller a true copy of its sole cost Title Commitment and expense, an ALTA Survey all underlying title documents and shall specify any alleged defects as set forth in said Title Commitment (other than Permitted Exceptions) (the “SurveyTitle Defect(s)”) in a written notice to Seller (the “Purchaser Title Notice”), failing which Purchaser shall be deemed to have waived all title objections. Upon In the receipt event that any additional title exceptions shall appear between the date of the Title Commitment and SurveyClosing of which Purchaser was not made aware during the Due Diligence Period (“Intervening Exceptions”), then within three (3) business days after receipt thereof, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish forward to Seller a true copy of the amendment to the Title Commitment and Survey all underlying documents referred to in such amendment and shall specify any alleged defects caused by such Intervening Exceptions (other than Permitted Exceptions) (“Subsequent Defect(s)”) in a written notice to Seller (“Subsequent Title Notice”), failing which Purchaser shall be deemed to have waived all objections based on the Intervening Exceptions. Seller shall have the right, but shall not be obligated nor required, to commence litigation or to incur any expenditure of monies: (i) to cause any such alleged defect(s) to be removed as a Title Defect or Subsequent Defect; or (ii) to cause a similarly recognized title insurance company to insure marketable title in accordance herewith; and Purchaser shall not have any claim, cause or right of action against Seller, together with a statement at law or in equity, whether for damages, specific performance or otherwise, by reason of Seller’s failure to clear any such Title Defects or Subsequent Defects; provided, however, notwithstanding the foregoing, Seller shall cause to be removed as exceptions to which exceptions shown on title or insured against by the Title Commitment are acceptable Company: (x) the liens of any mortgages affecting the Property, (y) any mechanic’s or materialmen’s liens filed against the Property due to work performed at the Property by Seller or at Seller’s direction, and (z) monetary liens not otherwise included in (x) and (y) above which can be removed by the payment of a liquidated sum of money not to exceed $250,000.00 in the aggregate with respect of all such other monetary liens. If Seller causes marketable title to be insured for each Real Property, Purchaser shall be required to complete the purchase of the Property as herein provided. (b) If Seller shall be unwilling or unable to cause marketable title to be insured, Seller shall so notify Purchaser in writing (the “Permitted ExceptionsSeller Title Notice”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from receipt of the Purchaser noting Title Notice or Subsequent Title Notice, as applicable, and Purchaser shall have the Permitted Exceptions and requirements, right to accept such title as Seller shall give be able to convey or to terminate this Agreement, by notice (“Seller’s Notice”) delivered to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within within five (5) days after following receipt by Purchaser of Seller’s the Seller Title Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails shall fail to note its objection in writing to so notify Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted elected to accept title without any abatement or reduction in the Purchase Price or in any of the other terms and conditions herein set forth. Seller agrees to convey such additional Permitted Exceptionstitle as is described herein or as Purchaser shall be willing or shall be deemed to accept in accordance with the provisions hereof. If Seller notifies Purchaser of its willingness to remove any (i) Title Defects which render title unmarketable, but fails to do so by the thirtieth (30th) day after the Approval Date, Purchaser may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Title Defects within ten (10) business days after Purchaser’s notice of termination is given, or (ii) Subsequent Defects which render title unmarketable, but fails to do so by the thirtieth (30th) day after the Subsequent Title Notice, Purchaser may terminate this Agreement by notice given to Seller within five (5) business days after such thirtieth (30th) day, provided, however, that Seller may nullify such termination by removing any such Subsequent Defects within ten (10) business days after Purchaser’s notice of termination is given. If Purchaser timely terminates this Agreement pursuant to this Paragraph 6, and such termination is not timely nullified, the parties will proceed Deposit shall be returned to Closing. B. Notwithstanding the provisions of subsection A to the contraryPurchaser and neither shall have any further obligations or liability hereunder, on the Closing Dateexcept for Surviving Obligations, as defined belowin Paragraph 20 hereof. (c) If, title at Closing there are liens or encumbrances against the Property that are removable by the payment of monies, then Seller, at its option, may allow Purchaser a credit against the Purchase Price or may use any portion of the Purchase Price to satisfy the same, in which event Seller either shall: (i) deliver to Purchaser instruments in recordable form sufficient to satisfy such liens or encumbrances of record, together with the cost of recording or filing said instruments; or (ii) deposit or cause to be deposited with the Title Company sufficient monies reasonably acceptable to the Property Title Company to insure obtaining and recording of such satisfactions and the issuance of title insurance to Purchaser free of any such liens or encumbrances. In neither event shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionssuch lien or encumbrance constitute a Title Defect or Subsequent Defect permitting Purchaser to terminate this Agreement.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtainBuyer may, at its sole cost any time during the Inspection Period, object in writing ("Buyer's Title Objection Notice") and expensein good faith to any liens, a current ALTA owner’s title commitment for title insurance (encumbrances, and other matters reflected by the “Title Commitment”) issued . All such matters to which Buyer so objects shall be "Non-Permitted Encumbrances"; if no such objection notice is given during the Inspection Period, all matters reflected by the Escrow AgentTitle Commitment shall be "Permitted Encumbrances." Seller may, together with true and complete copies of but shall not be obligated to, cure, remove or insure around all exceptions contained thereinNon-Permitted Encumbrances. In addition, Purchaser Seller shall orderbe obligated to remove or insure around by Closing all mortgages, at its sole cost deeds of trust, judgment liens, mechanic's and expensematerialmen's liens, an ALTA Survey and other monetary liens against the Property (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from liens for taxes and assessments which are not delinquent), whether or not Buyer objects thereto during the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before ClosingInspection Period. Within five (5) days after receipt by Purchaser of Seller’s Buyer's Title Objection Notice, if anySeller shall provide an updated title insurance commitment (the "Title Commitment Update"). If the Title Commitment Update does not address all of Buyer's objections set forth in Buyer's Title Objection Notice to the reasonable satisfaction of Buyer, Purchaser shall give Seller then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by written notice to Seller within five (5) business days after receipt of the Title Commitment Update or (b) purchase the Property subject to the Non-Permitted Encumbrances (other than monetary liens that Seller is obligated to remove or insure around), and the Non-Permitted Encumbrances (other than liens that Seller is obligated to remove or insure around) shall thereafter be deemed Permitted Encumbrances. The Lease is hereby designated as a Permitted Encumbrance. In addition, Buyer may, within five (5) days after receipt of the As-Built Survey to be delivered by Seller to Buyer pursuant to Section 5(m) hereof, object in writing to matters reflected on such As-Built Survey so long as (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection objections are to such additional Permitted Exceptions and its election to terminate this Contract, in matters which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, render title to the Property unmarketable, which constitute a material deviation from the Site Plan attached to the Lease, or which otherwise constitute a violation of applicable zoning ordinances and (ii) such objections, to the extent not previously covered by Buyer's Title Objections, relate to matters not reflected on the Existing Survey heretofore delivered by Seller to Buyer. Seller may, but shall not be good and marketableobligated to, free and clear cure or remove any such survey objections made by Buyer in accordance with this Section 7. If Seller does not cause all such survey objections to be removed, cured or insured around to Buyer's reasonable satisfaction within fifteen (15) days after receipt by Seller of all mortgagessuch survey objections, liens and encumbrances, and free and clear then Buyer may either (a) terminate this Agreement in accordance with Section 11(b) by delivering notice to Seller prior to the expiration of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for such fifteen (15) day period or (b) purchase the Permitted ExceptionsProperty subject to such survey objections.

Title. A. No Purchaser hereby acknowledges receipt of a title insurance commitment (the “Commitment”) for an Owner’s Policy of Title Insurance, issued by Chicago Title Insurance Company (the “Title Company”), covering the Real Property, together with legible copies of all documents of record referred to in the Commitment as exceptions to title to the Real Property (the “Title Documents”). Purchaser shall notify Seller within ten (10) days after the date Purchaser receives the Commitment, the Title Documents and the Survey but in no event later than the expiration of the Feasibility Period in writing of any title exceptions identified in the Commitment which Purchaser disapproves (“Unpermitted Title/Survey Matters”). Any exception shown in the Commitment as of the end of the Feasibility Period or otherwise not disapproved in writing within said time period shall be deemed approved by Purchaser and shall constitute a “Permitted Exception” hereunder. Seller shall have five (5) business days following the receipt of any such notice in which to give Purchaser notice that Seller will either (a) endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser or (b) not endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey or insured against by the Title Company. If Seller gives notice pursuant to clause (a) above, then Seller will endeavor to cause such Unpermitted Title/Survey Matter(s) to be deleted from the Commitment or Survey, or endeavor to cause such Unpermitted Title/Survey Matter(s) to be insured against by the Title Company in a manner reasonably satisfactory to Seller and Purchaser prior to the Closing Date (and Seller shall have the right to adjourn the Closing Date one or more times (but for not more than fifteen (15) days after in the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”aggregate) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”in order to effectuate same). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, if at Closing Seller has failed to cause any such Unpermitted Title/Survey Matter(s) to be deleted from the indemnity Commitment or Survey, or insured against by the Title Company in subsection 3A hereof a manner reasonably satisfactory to Seller and Purchaser, then Seller shall survive not be in default hereunder and Purchaser’s sole and absolute remedy shall be to terminate this Agreement at Closing (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination). If Seller (I) fails to give any such notice within said five (5) business day period, or (II) gives notice pursuant to clause (b) above, then Purchaser shall give written notice to Seller within two (2) business days following the earlier of the expiration of such five (5) business day period or the giving of notice by Seller either (x) terminating this Agreement (in which event the provisions of Section 5.5 of this Agreement shall apply to such termination) or (y) waiving the right to terminate this Agreement as a result of any such Unpermitted Title/Survey Matter(s). If Purchaser fails to note its objection in writing deliver such notice terminating this Agreement pursuant to Seller’s expansion of the Permitted Exceptions clause (x) above within the time permitted hereinsaid two (2) business day period, then Purchaser shall be deemed to have accepted such additional elected under clause (x) above. If Purchaser elects under clause (y) above in accordance with the foregoing, then any Unpermitted Title/Survey Matters previously objected to by Purchaser shall become Permitted Exceptions. Notwithstanding any contrary time period to review, respond or object set forth herein, if Purchaser elects not to terminate this Agreement under Section 5.5, Purchaser will be deemed to have waived any objections to the Commitment, Title Documents or Survey which remain uncured as of the end of the Feasibility Period and such uncured title objections (other than those, if any, which Seller, in Seller’s sole discretion pursuant to this Section 6.1, agrees in writing prior to the parties will proceed end of the Feasibility Period to cure prior to Closing. B. ) shall be considered Permitted Exceptions. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the tenants under the Leases and Approved New Leases (as defined in Section 9.5 below), (iii) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser and (iv) the exceptions to title identified on Exhibit D attached hereto that have been approved in writing by Purchaser, shall constitute “Permitted Exceptions”. Notwithstanding the provisions of subsection A anything to the contrary, (i) any deed of trust liens created by Seller against the Property, (ii) any mechanic’s, materialman’s or similar liens arising from any work or improvements at the Property ordered or contracted for by, through or at the direction of Seller that encumber the Property (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees), (iii) the lien of ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of Seller’s interest in the Property which are delinquent, (iv) any judgment of record against Seller or the Property in the County or other applicable jurisdiction in which the Property is located and (v) matters other than the foregoing, if any, that Seller affirmatively elects in its sole and absolute discretion in writing to cure or remedy and first appearing on any supplemental title reports or updates to the Closing DateCommitment issued by Title Company after the Feasibility Period and arising by, through or under Seller, in each case whether or not timely objected, shall be Unpermitted Title/Survey Matters and shall be removed or terminated, as defined belowapplicable, title by Seller on or before Closing. Without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser 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. If Purchaser elects to terminate this Agreement, Purchaser shall be good and marketable, free and clear responsible for any title fees due Title Company as a result of all mortgages, liens and encumbrances, and free and clear the actions of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsPurchaser.

Title. A. No later than fifteen (15i) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for Seller has delivered to Buyer title insurance commitments (together with all underlying recorded instruments referenced therein) for the “Properties ("Title Commitment”Commitments") issued by the Escrow AgentTitle Company. Seller has delivered to Buyer ALTA surveys of the Properties certified to the Title Company, together with true the LLC and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey Buyer (the “Survey”"Surveys"). Upon No later than January 3, 2003 ("Title Review Period"), Buyer shall furnish Seller with a written statement of objections, if any, to the receipt title to each of the Properties as reflected in the Title Commitments and on the Surveys ("Objections"). If an update or endorsement to any of the Title Commitment and Commitments delivered to Buyer ("Title Update") or any revision to a Survey ("Revised Survey") discloses a title matter that was not disclosed in a Title Commitment, on a Survey, Purchaser in a previous Title Update or on a previous Revised Survey, Buyer shall promptly review all such information and shall, deliver to Seller no later than thirty five January 3, 2003 (35"Title Update Review Period") days after a written Objection to any matter first disclosed in the Effective Date, furnish Title Update and/or on the Revised Survey accompanied by a copy of the Title Commitment and Update or Revised Survey (as applicable). Should Buyer fail so to Sellernotify Seller of any Objections to title to the Properties which are contained in the Title Commitments or any Title Updates, together with a statement as to which exceptions shown or on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able Surveys or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyany Revised Survey, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser Buyer shall be deemed to have accepted such additional Permitted Exceptionsagreed to accept title conveyed by Seller to the LLC subject to all matters reflected in the Title Commitments and any Title Updates and to the state of facts shown on the Surveys and any Revised Surveys. All title matters and exceptions set forth in the Title Commitments and any Title Updates and the state of facts shown on the Surveys and any Revised Surveys which are not Objections, or which are thereafter waived by Buyer as hereinafter provided, and the parties will proceed to Closing. B. Notwithstanding rights of the provisions of subsection A to Tenants under the contraryLeases as tenants only, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for referred to herein as the "Permitted Exceptions".

Title. A. No later than fifteen (15i) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice the execution of this Agreement, a commitment for an owner's fee title insurance policy or policies with respect to the Premises (the "Title Commitment") from Commonwealth Land Title Insurance Company (the "Title Company") and Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice deliver (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from cause the Title Commitment and that Seller will satisfy all requirements for the issuance Company to deliver) a copy of the Title Commitment, together with true and complete copies of all instruments giving rise to any defects or exceptions to title policy on or before Closing. Within to the Premises, to Seller's attorneys within five (5) days after Purchaser's receipt by of the Title Commitment. If the Title Commitment indicates the existence of any liens, encumbrances or other defects or exceptions in or to title to the Premises other than the Permitted Encumbrances (collectively, the "Unacceptable Encumbrances") subject to which Purchaser of Seller’s Notice, if any, is unwilling to accept title and Purchaser shall give gives Seller written notice of the same within fifteen (15) days after receipt of the Title Commitment, Seller shall undertake to eliminate the same subject to Section 6(b). Purchaser hereby waives any right Purchaser may have to advance as objections to title or as grounds for Purchaser's refusal to close this transaction any Unacceptable Encumbrance which Purchaser does not notify Seller of within such fifteen (15) day period unless (i) Purchaser’s acceptance such Unacceptable Encumbrance was first raised by the Title Company subsequent to the date of such additional Permitted Exceptions the Title Commitment or requirements Purchaser shall otherwise first discover same or be advised of same subsequent to the date of the Title Commitment, and (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent Purchaser shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion notify Seller of the Permitted Exceptions same within the time permitted herein, then five (5) days after Purchaser first becomes actually aware of such Unacceptable Encumbrance (failure to so notify Seller shall be deemed to have accepted be a waiver by Purchaser of its right to raise such additional Permitted ExceptionsUnacceptable Encumbrance as an objection to title or as a ground for Purchaser's refusal to close this transaction). Seller, in its sole discretion, may adjourn the Closing one or more times for up to sixty(60) days in the aggregate in order to eliminate Unacceptable Encumbrances. (ii) If Seller is unable (subject to Section 6(b)) to eliminate all Unacceptable Encumbrances not waived by Purchaser, or to arrange for title insurance reasonably acceptable to Purchaser insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the Premises, and to convey title in accordance with the parties will proceed to Closing. B. Notwithstanding terms of this Agreement on or before the provisions of subsection A to Closing Date (whether or not the contraryClosing is adjourned as provided in Section 6(a)(i)), Purchaser shall elect on the Closing Date, as defined belowits sole remedy for such inability of Seller, either (A) to terminate this Agreement by notice given to Seller pursuant to Section 17(a), in which event the provisions of Section 17(a) shall apply, or (B) to accept title subject to such Unacceptable Encumbrances and receive no credit against, or reduction of, the Purchase Price. (b) Notwithstanding anything to the Property contrary set forth in this Section 6 or elsewhere in this Agreement, Seller shall not be obligated to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate Unacceptable Encumbrances not waived by Purchaser or to arrange for title insurance insuring against enforcement of such Unacceptable Encumbrances against, or collection of the same out of, the Premises; except that Seller shall satisfy (or cause the release of lien of) mortgages, real estate taxes, assessments (subject to Section 3(g), judgments against Seller or other Unacceptable Encumbrances (collectively, "Liens") secured by or affecting the Premises which can be satisfied by payment of liquidated amounts not to exceed $500,000 in the aggregate for all Liens (which limitation on such liquidated amounts shall not apply to such mortgages and real estate taxes and other liens created by Seller which encumber the Premises). Without limiting the generality of the preceding provisions of this Section 6(b), for the purposes of this Agreement (including, without limitation, Sections 6(a) and 17(a)), Seller's failure or refusal to bring any action or proceeding, to make any payments or to otherwise incur any expense (except for Seller's obligation to satisfy Liens as provided in the exception at the end of the foregoing sentence) in order to eliminate Unacceptable Encumbrances not waived by Purchaser or to arrange for such title insurance shall be good deemed an inability of Seller to eliminate such Unacceptable Encumbrances or to arrange for such title insurance and marketableshall not be a default by Seller hereunder (willful or otherwise). (c) If on the Closing Date there may be any Liens or other encumbrances which Seller must pay or discharge in order to convey to Purchaser such title as is herein provided to be conveyed, free Seller may use any portion of the Purchase Price to satisfy the same, provided: (i) Seller shall deliver to Purchaser or the Title Company, at the Closing, instruments in recordable form and clear sufficient to satisfy such Liens or other encumbrances of all record together with the cost of recording or filing said instruments; or (ii) Seller, having made arrangements with the Title Company, shall deposit with said company sufficient monies acceptable to said company to insure the obtaining and the recording of such satisfactions. The existence of any such Liens or other encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. (d) Purchaser, if request is made by Seller prior to the Closing, agrees to provide at the Closing separate checks issued by the Title Company (acting in its capacity as Purchaser's agent for the disbursement of the balance of the Purchase Price due at Closing) and payable to the order of such parties as are designated by Seller, aggregating the outstanding amount of the Purchase Price payable pursuant to Section 2(b), in order to facilitate the satisfaction or release of any Liens or other encumbrances or the Transfer Tax Payments. Similarly, at Seller's election, unpaid Liens for taxes, water and sewer charges and assessments, which are the obligation of Seller to satisfy and discharge, shall not be objections to title, but the amount thereof, plus interest and penalties thereon, if any, computed to the third (3rd) business day after the Closing Date, shall be deducted from the Purchase Price payable pursuant to Section 2(b) and shall be allowed to Purchaser, subject to the provisions for apportionment of taxes, water and sewer charges and assessments contained herein. (e) If on the Closing Date there shall be conditional bills of sale, chattel mortgages or security interests filed against the Premises, the same shall not constitute objections to title provided (x) Seller executes and delivers an affidavit to the effect either (i) that the personal property covered by said conditional bills of sale, chattel mortgages, liens or security interests is no longer in or on the Premises, or (ii) if such personal property is still in or on the Premises, that it has been fully paid for, or (iii) that such personal property is the property of a tenant of the Premises and encumbrances(y) if any such conditional ▇▇▇▇ of sale, chattel mortgage or security interest is listed in the Title Commitment as an exception to title insurance, the Title Company is willing to omit such exception from its policy at no additional cost to Purchaser. (f) Any franchise or corporate tax open, levied or imposed against Seller or other owners in the chain of title that may be a Lien on the Closing Date, shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Title Commitment or excepts same but insures Purchaser against collection thereof out of the Premises. (g) If a search of title discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of Seller, Seller will deliver to Purchaser and free and clear of all leasesthe Title Company an affidavit stating that such judgments, security interestsbankruptcies or other returns are not against Seller, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionswhereupon such returns shall not be deemed an objection to title.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty forty five (3545) days after the Effective Date, Date furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Leases, the Exiting Loan and all loan documents evidencing and securing the Existing Loan, real estate taxes not yet due and payable, rights of the public and adjoining land owners in highways, streets, roads and lanes bounding the Property and subsurface conditions affecting the Property not disclosed in any instrument recorded in the county clerk’s office and of which Seller has no notice all shall be Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five If Purchaser does not give notice to Seller of Purchaser’s acceptance of such additional Permitted Exceptions or requirements within seven (57) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection be deemed to have objected to such additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions and within the time permitted herein or fails to note its election acceptance of such matters in writing, Purchaser shall be deemed to terminate have terminated this ContractContract (unless the parties agree otherwise in writing), in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; , provided, however, the indemnity in subsection 3A 3 A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen Optionor shall convey to Optionee a good, marketable and insurable title to the Property free and clear of all liens, encumbrances, tenants at will, encroachments, restrictions, covenants, assessments (15except for assessments that are recorded against the Property, payable over a period of time, billed with the property tax statements from Sonoma County and not yet due and payable), charges, agreements, taxes (except for current year taxes which are not yet due and payable) days after the Effective Dateand easements, Purchaser shall obtain, at except as otherwise approved in writing by Optionee in its sole cost discretion. Following the opening of escrow Optionor shall order and, upon issuance, deliver a Preliminary Title Report and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all CC&R's, cross access, cross parking agreements and all other documents and/or exceptions contained thereinincluding legible copies of all documents reported as exceptions in such report (hereinafter referred to collectively as the "Title Review Documents") to Optionee. In addition, Purchaser Optionee shall order, at its sole cost and expense, an ALTA Survey have five (the “Survey”). Upon the 5) business days following receipt of the Title Commitment Review Documents to examine title to the Property and Surveyto give Optionor written notice of any liens, Purchaser encumbrances or other items affecting the Property which are unacceptable to Optionee (the "Title Defects"), failing which Optionee shall promptly review all such information and shall, no later than thirty five (35) days after be deemed to be satisfied with Optionor's title to the Effective Date, furnish a copy of Property as reflected in the Title Commitment and Survey to Seller, together Review Documents. In the alternative event wherein Optionee is not satisfied with a statement as to which exceptions shown on the Title Commitment are acceptable Review Documents, Optionor shall elect to Purchaser (the “Permitted Exceptions”i) satisfy and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from eliminate the Title Commitment Defects and give written notice thereof to Optionee on or that there are requirements which Seller is unable or unwilling to satisfy, then within before five (5) days after following the date of such notice from Purchaser noting the Permitted Exceptions and requirementsto Optionor, Seller shall give notice or (“Seller’s Notice”ii) provide to Purchaser stating those other exceptions which must be included Optionee assurances satisfactory to Optionee, as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller determined in Optionee's sole discretion, that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy Defects can be satisfied on or before Closinga date mutually acceptable to Optionor and Optionee, and Optionor shall thereupon satisfy and eliminate the Title Defects on or before such date, or (iii) not take any action to eliminate the title defects. Within Initials 2 Initials /s/ PL /s/ PWK ------ ------- In the event Optionor elects not to take any action to eliminate the Title Defects Optionor shall so advise Optionee in writing and Optionee shall have five (5) days after following the receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions notice to advise Optionor, in writing, whether or requirements or (ii) Purchaser’s objection not it will accept title to the Property subject to such additional Permitted Exceptions and its election Title Defects. In the event Optionee does not so advise Optionor within said five (5) day period, or Optionee advises Optionor that it is not willing to terminate accept title to the Property subject to such Title Defects, this ContractAgreement shall be terminated, in which event the Escrow Agent shall immediately forward the Deposit shall be returned to Purchaser, the Optionee and neither party shall have any further obligation or liability or obligations one to the other. In the event any easement, restriction, conveyance, encumbrance or other hereunder; providedinstrument affecting the Property or title thereto is executed or filed for record from and after the date of the Preliminary Title Report or in the event Optionee receives notice of any matter other than the Title Defects affecting the Property or title thereto (hereinafter collectively referred to as "Subsequent Title Defects"), however, Optionor covenants and agrees to remove such Subsequent Title Defects upon notice thereof and no later than seventy-two (72) hours prior to the indemnity in subsection 3A hereof shall survive such terminationclose of escrow. If Purchaser Optionor fails to note its objection cure or correct such Title Defects and Subsequent Title Defects within the periods provided for in writing to Seller’s expansion this Agreement, then Optionee may either (i) terminate this Agreement and receive an immediate return of the Permitted Exceptions Deposit, if any, from the Escrow Holder, after which no party shall have any further right, duty, obligation or liability hereunder to any other party hereto; or (ii) waive such Title Defects or Subsequent Title Defects and elect to close the sale and purchase of the Property in accordance with all other terms and provisions hereof. In order to facilitate Optionee's examination of title within the time permitted hereinspecified in this Agreement, then Purchaser shall be deemed Optionor covenants and agrees that within three (3) days following the execution of this Agreement by Optionor to have accepted such additional Permitted Exceptions, and the parties will proceed furnish to Closing. B. Notwithstanding the provisions Optionee copies of subsection A to the contrary, on the Closing Date, as defined below, all of Optionor's title to records affecting the Property shall be good and marketablein possession of Optionor, free and clear including without limitation, deeds or other sources of all mortgagesOptionor's title, liens and encumbrances, and free and clear of all leases, security interestseasements, restrictions, reservations, rights-of-way, easementsplats or maps of survey, encroachments title insurance policies, abstracts, attorneys' title opinion and other matters, except for the Permitted Exceptionssimilar evidence.

Title. A. No later than fifteen five (155) days after following the Effective Datedate hereof, Purchaser Seller shall obtaindeliver the Title Commitment to Purchaser, along with copies of all documents constituting Permitted Exceptions, at its Seller's sole cost and expense. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions ("Unpermitted Title Exceptions") and such Unpermitted Title Exceptions are not acceptable to Purchaser, a current ALTA owner’s title commitment for title insurance then, within ten (the “Title Commitment”10) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the days from Purchaser's receipt of the Title Commitment and SurveyCommitment, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said ten (10) day period, the Unpermitted Title Exceptions will be conclusively deemed to be approved by Purchaser. If, within said ten (10) day period, Purchaser shall promptly review notify Seller that all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy or certain of the Unpermitted Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment Exceptions are not acceptable to Purchaser (which notification must specify which Unpermitted Title Exceptions are so unacceptable), Seller shall have ten (10) days from the “Permitted Exceptions”) and the requirements which Purchaser requires Seller date of Purchaser's notice to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all have such exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which cause the Title Insurer to insure Purchaser against same and provide evidence thereof to Purchaser, and if Seller is unable fails to have such exceptions removed, or unwilling to satisfyinsured over, then Purchaser may elect, within five ten (510) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser expiration of Seller’s Notice, if any, Purchaser shall give Seller written notice of 's ten (10) day cure period to (i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser’s acceptance of such additional Permitted Exceptions or requirements ), or (ii) Purchaser’s objection accept title subject to such additional Permitted Unpermitted Title Exceptions and its without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) day period shall be conclusively deemed to terminate this Contract, in which event mean that Purchaser has elected the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity option contained in subsection 3A hereof shall survive such termination(i) of this Paragraph . If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on On the Closing Date, at the expense of Seller as defined belowset forth in Paragraph 4.2 hereof, Seller shall cause the Title Insurer to issue an owner's title insurance policy or prepaid commitment therefor pursuant to and in accordance with the Title Commitment insuring fee simple title to the Real Property in Purchaser or its designee as of the Closing Date, subject only to the Permitted Title Exceptions and such other exceptions as Purchaser may approve. If Seller is unable to cause the Title Insurer to issue any of the Endorsements and Purchaser refuses to waive the requirement therefor, then this Agreement shall be good become null and marketable, free void and clear of all mortgages, liens and encumbrancesno further force or effect, and free and clear the Deposit will be returned to Purchaser. Additionally, Seller will have no obligation to obtain any of all leases, security interests, restrictions, rights-of-way, easements, encroachments and the Endorsements if the Title Insurer charges other matters, except than standard rates for the Permitted Exceptionscoverage or if the Title Insurer requires security or an indemnity from Seller in order to issue any of the Endorsements. If Purchaser shall make objection to the Survey (as described in Paragraph 4.1) or the Title Commitment (as described in this Paragraph 4.2) and the Closing Date was to occur prior to the time each party was able to exercise its rights under Paragraph 4.1 or Paragraph 4.2, as applicable, then the Closing Date will be extended to a date which is three (3) business days subsequent to the latest date for notice, objection and remedy permitted by either Paragraph 4.1 or 4.2, as applicable.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey Forestar Petroleum agrees to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable convey to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, fee simple title to the Property shall be good Timberlands by the Timberland Deeds, and marketableForestar (USA) agrees to convey to Purchaser title to the Timber Rights by the Timber Rights Deeds, free and clear of all mortgagesliens, liens and encumbrances, assessments, agreements, options and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matterscovenants, except for the encumbrances set forth on Exhibit E attached hereto (the “Permitted ExceptionsEncumbrances”). (b) Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Metropolitan Title Agency, Inc. (the “Title Company”) commitments to insure Purchaser’s title to the Real Property upon the Closing, together with copies of substantially all documents, instruments, surveys and plats as referenced in the commitments (each a “Title Commitment” and, collectively, the “Title Commitments”), which Title Commitments are more particularly identified on Schedule 7 attached hereto. Purchaser shall have thirty (30) days following the Effective Date (the “Title Objection Period”) to deliver to Sellers written notice of any objection to matters reflected in the Title Commitments, other than the Permitted Encumbrances, 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 (each, a “Title Objection” and collectively, the “Title Objections”); provided, however, that Purchaser shall be permitted 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 Sellers’ compartment maps that is not, or immediately prior to Closing will not, be owned by the Sellers (the “Title Failure Property”). Failure of Purchaser to deliver Title Objections within the Title Objection Period shall be deemed a waiver by Purchaser of its right to make such Title Objections. Notwithstanding anything contained within this Agreement, including the agreement by the Parties that lack of access shall be a Permitted Encumbrance, the Sellers acknowledge and agree that Sellers, at their expense, shall cause the Title Company to promptly revise all of the Title Commitments to remove all blanket and/or generic lack of access exceptions and instead the Title Company shall identify the specific portions of the Property that actually lack legal access. If a portion of the Property does not front on a public road but is contiguous to other portions of the Property that do front on a public road, or otherwise have legal access, then no exception as to lack of access will be made. Further, once those portions of the Property that lack legal access are identified, Seller agrees to reasonably consider Purchaser’s request to provide an affidavit of historical and/or practical access to said portions of the Property.

Title. A. No Seller represents to Purchaser that Seller is the owner of marketable, fee simple title to the Pike Property and Seller will be the owner of, or be duly authorized to convey to Purchaser, marketable, fee simple title to the Pike Property. Seller agrees to deliver a marketable title that said title and survey will be insured by Chicago Title Insurance Company (or such other Title Insurance Company licensed to do business in the State of Georgia and acceptable to Purchaser) under their standard form and rate with no exceptions. The cost of the title insurance will be the responsibility of the Purchaser. For so long as this Contract remains in effect, Seller shall not, without the prior written consent of Purchaser, grant, or permit a grant, to any person or entity other than Purchaser any interest in the Pike Property or create any additional exceptions to the title to the Pike Property. Purchaser, at its expense, shall obtain and deliver to Seller, not later than fifteen the one hundred eightieth (15180th) calendar days after the Effective Date, a title insurance commitment for an owner's title insurance policy in the amount of the purchase price, naming Purchaser as the proposed insured with respect to the Pike Property (hereinafter referred to as the "Title Binder"). If the Title Binder reveals any exception to Seller's title to the Pike Property which is not acceptable to Purchaser, then Purchaser shall obtaindeliver to Seller, at its sole cost and expensewith the Title Binder, a current ALTA owner’s written notice describing in reasonable detail the existence and nature of any such title commitment for exception (hereinafter referred to as the "Notice of Defect"). Except as set forth below, any title insurance (the “Title Commitment”) issued exception disclosed by the Escrow Agent, together with true Title Binder and complete copies not listed in such Notice of all exceptions contained thereinDefect shall be deemed a "Permitted Title Exception" (herein so called) under this Contract. In addition, Purchaser Seller shall order, at its sole cost and expense, an ALTA Survey have a period of thirty (30) calendar days (hereinafter referred to as the “Survey”). Upon the "Title Cure Period") after receipt of the Title Commitment and Survey, Purchaser Notice of Defect within which Seller shall promptly review all such information and shall, no later than thirty five (35) days after have the Effective Date, furnish a copy of right but not the Title Commitment and Survey obligation to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscorrect or eliminate any title exception listed therein. If Seller determines that it is not able shall fail to correct or is unwilling to cause all exceptions other than eliminate any title exception listed in the Permitted Exceptions to be removed from Notice of Defect within the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyCure Period, then within five Purchaser may elect either to (5a) days after notice from Purchaser noting accept the Pike Property subject to such title exception (in which case such title exception shall become a Permitted Exceptions and requirementsTitle Exception hereunder), Seller shall give notice or (“Seller’s Notice”b) to Purchaser stating those other exceptions terminate this Contract (in which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice case the sum of $100.00 shall be deemed an election by disbursed to Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance out of the title policy on or before Closing. Within five (5) days after receipt ▇▇▇▇▇▇▇ Money in consideration of the making of this Contract by Purchaser Seller, the balance of Seller’s Notice, if any, Purchaser the ▇▇▇▇▇▇▇ Money shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit be promptly refunded to Purchaser, and neither and, except as otherwise expressly provided herein, no party hereto shall have any further liability rights or obligations hereunder). Purchaser shall exercise such election by written notice to Seller delivered within ten (10) calendar days following the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion end of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsTitle Cure Period, and the parties will proceed failure to Closing. B. Notwithstanding the provisions of subsection A deliver such election notice shall constitute an election to terminate under clause (b) above. Any mortgage, security deed, lien, judgment, or other claim in a liquidated amount which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Pike Property (whether or not the same is disclosed by the Title Binder or listed in the Notice of Defect) shall not in any event be a Permitted Title Exception hereunder, but such claim shall be good and marketable, free and clear paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Purchaser at Closing, and free the proceeds of sale payable to Seller shall be reduced accordingly. At any time prior to Closing, Purchaser shall have the right to notify Seller of any additional title exception which first appears of record after the effective date of the Title Binder, is disclosed by any survey obtained by Purchaser, or otherwise becomes known to Purchaser, it being understood and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for agreed that no such additional title exception shall constitute a Permitted Title Exception hereunder unless Purchaser shall expressly approve the Permitted Exceptionssame.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, following conditions concerning title to the Property shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser) of each such condition: A. Title to the entire Property shall be good of record and in fact, marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all liens, encumbrances, leases, security intereststenancies, restrictions, rights-of-way, easements, encroachments and other mattersoccupancies, except for the following (collectively, the “Permitted Exceptions”): (i) current real estate taxes and water and sewer charges which are liens but not currently due and payable; (ii) the Leases; (iii) the matters listed as exceptions to coverage on Schedule B of the owner’s policy of title insurance issued to Seller and delivered to Purchaser pursuant to Section 4.A hereof, but only to the extent confirmed by the title commitment issued to Purchaser during the Feasibility Period, and in either event, not objected to by Purchaser during the Feasibility Period; and (iv) matters that would be reflected on an updated ALTA/NSPS survey of the Property and not objected to by Purchaser during the Feasibility Period. Seller shall not grant any rights in the Property after the Effective Date without first receiving the prior written consent of Purchaser (which approval shall be granted, withheld, or conditioned in a manner determined by Purchaser in its sole discretion. Without limiting the generality of the foregoing, Seller shall obtain the full reconveyance, release or other discharge, of record, at or prior to Closing, or any mortgage, deed of trust or other consensual lien created by Seller, and shall convey the Property to Purchaser free of any such lien, including without limitation. B. Title to the Property shall be insurable, in an amount not less than the Purchase Price of the Property, at standard rates, under the current ALTA standard form full coverage owner’s title insurance policy. C. In the event that title to the entire Property is not as hereinabove required, then Purchaser shall have the option, in its sole discretion, exercised by written notice to the Seller, to either (i) waive such conditions and proceed to Closing in accordance with the terms of this Agreement without any reduction in the Purchase Price, or (ii) terminate this Agreement, whereupon the Deposit shall be refunded to Purchaser and all parties hereto shall be thereupon relieved from any further liability or obligation hereunder, unless said title defect resulted from Seller’s affirmative actions (or Seller’s inactions) undertaken in order to avoid its obligations under this Agreement, whereupon the provisions of Section 12.B(i) shall apply as a result of such breach by Seller. Notwithstanding the foregoing, in the event that title is not as required by reason of the filing of any mechanics’ or materialmans’ lien or any other lien securing the payment of money, Seller shall diligently take all necessary action to remove or bond off any such lien within thirty (30) days following Seller’s actual knowledge thereof and, if necessary, the date for Closing hereunder shall be deferred for as much as thirty (30) days following Seller’s actual knowledge thereof to permit completion of such action (or for such longer period as Purchaser may permit by delivery of written notice of such further extensions to Seller).

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails Real Property as delivered to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on Buyer at the Closing Date, as defined below, title to the Property shall be good and marketablemarketable legal and equitable title, free and clear of all mortgagesliens, liens and restrictions, easements, encumbrances, leases, tenancies (except daily occupancy agreements with hotel guests) and other title objections, except the following: (i) such taxes for the then current year as are not due and payable on the date of the delivery of title; (ii) any liens for municipal betterments assessed after the date of this Agreement; and (iii) easements, restrictions, and rights of way of record described in Exhibit “C” hereto, provided same do not materially interfere with the use of the Property as a hotel, or impose any financial obligations upon the owner thereof (collectively, the “Permitted Exceptions”). In addition, such title shall be insurable under a 1992 ALTA Owner’s Policy, Form B, as aforesaid, without the so-called “creditor’s rights exception”, by any reputable title insurance company at regular rates. Any liens or encumbrances other than the Permitted Exceptions which may be removed as exceptions to the title policy to be issued to Buyer by the payment of money in satisfaction thereof shall be removed, either by being insured over by Buyer’s title insurance company, Lawyers Title Insurance Corporation (“Title Company”) or, if the Title Company will not so insure, then by application of such portion of the Purchase Price as shall be necessary to pay or satisfy the same. Title to the Personal Property shall be good and marketable and free and clear of all leasesliens, security interests, restrictions, rights-of-way, easements, encroachments interests and other encumbrances. (b) All charges for any title insurance policy issued to Buyer shall be paid by Buyer. (c) Notwithstanding anything to the contrary set forth herein, Buyer and Seller acknowledge and agree that, as of the date hereof, nine (9) liens, as more fully shown on Exhibit “H” attached hereto and incorporated herein by reference (the “Environmental Liens”), have been filed against the Property by the New York City Environmental Control Board. In addition to the obligations of Seller set forth above to cause the removal of the Environmental Liens as exceptions to the title policy to be issued to Buyer, Seller agrees to indemnify, defend and save Buyer, its members, officers, employees, agents, supervisors, attorneys and consultants harmless from any and all claims, suits, demands, fines, liens, causes of action, awards or damages in either law or equity arising out of or caused by the Environmental Liens and any or all matters, except for occurrences or events which resulted in the Permitted Exceptionsimposition of the Environmental Liens filed against the Property, the same to include but not be limited to reasonable attorney fees, consultant’s fees, expert witness fees, and costs incurred by Buyer, its members, officers, employees, agents, supervisors, attorneys and consultants in defending against or removing such claims, suits, demands, fines, liens, causes of action, awards or damages.

Title. A. No later than fifteen Within Ten (1510) calendar days after the Effective DateDate (defined below) of this Agreement, Purchaser Buyer shall obtain, furnish or cause to be furnished at its sole cost and Buyer’s expense, which Buyer shall be responsible for paying, even if Buyer does not purchase the Property, a current ALTA title commitment and policy for an owner’s title commitment for policy of title insurance (“Commitment”) to be issued at the Closing Date by Hyde Park Title Agency, LLC (the “Title CommitmentCompany”) issued by through the Escrow AgentClosing Agent for the Property. The title evidence shall be certified to within thirty (30) days prior to closing with endorsement not before 8:00 a. m. on the business day prior to the date of closing, together all in accordance with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt standards of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaserlocal Bar Association, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity show in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection Seller marketable title in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, fee simple free and clear of all mortgages, liens and encumbrances, encumbrances except: (a) those created by or assumed by Buyer; (b) those specifically set forth in this contract; (c) zoning ordinances; (d) legal highway and free and clear of all leases, security interests(e) covenants, restrictions, rights-of-wayconditions and easements of record that do not unreasonably interfere with present lawful use, easements, encroachments and other matters, except (or Buyer’s intended use which is retail). Buyer shall pay any additional costs incurred in connection with mortgage title insurance issued for the Permitted Exceptionsprotection of B▇▇▇▇’s lender. Within Seven (7) calendar days following receipt thereof, B▇▇▇▇ shall either approve in writing the exceptions contained in said Commitment or specify in writing any exceptions which may interfere with Buyer’s intended use of the Property. If Buyer objects to any exceptions, Seller shall, within Seven (7) calendar days after receipt of Buyer’s objections, deliver to Buyer written notice that either (i) Seller will, at Seller’s expense, attempt to remove the exception(s) to which B▇▇▇▇ has objected before the Closing Date or (ii) Seller is unwilling or unable to eliminate said exception(s). If Seller fails to so notify Buyer or is unwilling or unable to remove any such exception by the Closing Date, Buyer may either (i) elect to terminate this Agreement and receive back the entire Deposit, in which event Buyer and Seller shall have no further obligations under this Agreement; or, alternatively, (ii) Buyer may elect to purchase the Property hereunder subject to such exception(s). Any survey, as may be required by any lender or Title Company, shall be paid for by B▇▇▇▇. Seller shall convey to Buyer (or to such other person or entity as Buyer may specify) marketable fee title by General Warranty Deed, the form of which is attached hereto as Exhibit B to the Property subject only to the exceptions approved or accepted by Buyer in accordance with this Agreement. Title shall be insured by a fee owner’s policy of title insurance acceptable to Buyer issued by the Title Company in the amount of the purchase price with the premium paid by B▇▇▇▇. On the Closing Date, Seller shall sign an affidavit with respect to off-record title matters in accordance with the community custom.

Title. A. No later than fifteen 4.1 Within seven (157) days after following the Effective Date, Purchaser Seller shall obtain, at its sole cost and expense, obtain a current ALTA owner’s title commitment for title insurance under an Extended Coverage Policy of Title Insurance (the “Title Commitment”ALTA form acceptable to Buyer) issued by the Escrow Agent, together with true and complete copies Company on behalf of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey a title insurance company acceptable to Buyer (the “Survey”"Commitment"). Upon Such Commitment shall commit to insure that marketable title in fee simple will vest in Buyer at Closing subject to standard ALTA printed policy exceptions (Schedule B, Section 2 Exceptions) and such other exceptions as will not interfere with the contemplated use, leasing, financing, or resale of the Property ("Permitted Exceptions"). Provided, however, that the standard exceptions for mechanic's liens, construction liens and survey shall not be deemed Permitted Exceptions and shall be removed prior to Closing. All costs associated with the commitment and issuance of the Owner's policy shall divided equally between Seller and Buyer. Seller shall convey the Property to Buyer by General Warranty Deed in a form reasonably acceptable to Buyer. 4.2 Buyer shall have ten (10) days after receipt of the commitment to notify Seller, in writing, of any matter identified in the commitment or otherwise known to Buyer which would render the title conveyed to Buyer other than good, clear, record and marketable other than Permitted Exceptions ("Defect of Title"). Failure by Buyer to give such notice within the prescribed time period shall be deemed a waiver of any Defect of Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after disclosed by the commitment or otherwise known to Buyer which existed on the Effective Date and such Defect of Title shall be deemed a Permitted Exception. Buyer shall notify Seller of any Defect of Title which does not exist at the Effective Date but which arises prior to Closing. Such notice shall be in writing and shall be given on or prior to the Closing Date. Any notice from Buyer to Seller identifying one or more Defect(s) of Title shall be referred to herein as a "Title Objection Notice". 4.3 Upon receipt of a Title Objection Notice, furnish a copy Seller shall use reasonable good faith efforts to cure any such Defect(s) of Title. Seller shall have the Title Commitment and Survey right to Seller, together with a statement delay the Closing for up to 45 days to permit such remedy or cure (such period as provided herein to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfycure any such Defect(s) of Title is referred to herein as the "Title Cure Period"). The parties agree that As part of such cure, Seller shall remove any consensual liens securing the Leases are Permitted Exceptionspayment of money. If Seller determines that it is not able remedies or is unwilling to cause all exceptions other than the Permitted Exceptions cures such Defect(s) of Title, Seller shall notify Buyer of such remedy or cure and if Buyer deems such remedy or cure to be removed from satisfactory, Seller shall have the right to set the Closing Date by giving Buyer written notice thereof; provided that such Closing Date shall be no sooner than ten (10) business days after such notice. If the Defect(s) of Title set forth in the Title Commitment Objection Notice are not corrected or that there are requirements which Seller is unable or unwilling to satisfyremedied within the Title Cure Period, then Buyer shall elect, by written notice to Seller within five (5) business days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from end of the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of Cure Period either (i) Purchaser’s acceptance to accept title to the Property subject to the uncured Defect(s) of such additional Permitted Exceptions or requirements Title without reduction of the Purchase Price (other than Seller's obligation to pay off any consensual liens securing the payment of money) and without any right to damages and without any other liability on the part of Seller, or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this ContractAgreement, in which event whereupon all obligations of the Escrow Agent parties hereunder shall immediately forward the Deposit to Purchaser, cease and neither party shall have any further liability or obligations to claim against the other hereunder; providedby reason of this Agreement, howeverexcept with respect to any provision hereof that expressly survives the termination of this Agreement. If Seller does not remedy or cure such Defect(s) of Title within the Title Cure Period, and if Buyer elects to proceed with the Closing, the indemnity in subsection 3A hereof Closing Date shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion be the tenth business day after the end of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingTitle Cure Period. B. Notwithstanding the provisions of subsection A to the contrary4.4 If, on the Closing Date, as defined belowthere are any liens or encumbrances securing the payment of a fixed liquidated amount of money, that Seller is obligated to pay or discharge in order to convey good, clear, record and marketable title to the Property to Buyer. Seller may elect to use any portion of the Purchase Price to satisfy the same, provided Seller shall authorize the Title Company to retain a sufficient portion of the Purchase Price to ensure the payment in full of such liens and encumbrances and the obtaining and the recording of such satisfactions and releases. Buyer shall be good entitled to verify the sufficiency of any amounts retained to satisfy or discharge of the obligation to which they are assigned. Assuming due verification of the sufficiency of the amounts retained to satisfy or discharge the obligation to which they are assigned, the existence of any such liens or encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except the Title Company is willing to insure the Property without exception for the Permitted Exceptionssuch lien or encumbrance.

Title. A. No later than fifteen Prior to the date hereof, Transferee has obtained (15i) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance commitment issued by or on behalf of the Title Company with respect to each Property (the “Title CommitmentCommitments”), (ii) issued by the Escrow Agent, together with true and complete copies of all recorded instruments designated in the Title Commitments as exceptions contained thereinor exclusions from coverage, and (iii) UCC searches and similar records searches for the Property Owners. In addition, Purchaser shall orderprior to the date hereof Transferee has obtained updated ALTA Surveys of Cape Place, at its sole cost Carrollton Place, Jacksonville Place, Macon Place, ▇▇▇▇▇▇ Place, ▇▇▇▇▇▇ Place, River Place, Statesboro Place, and expense, an ALTA Survey ▇▇▇▇ Place by surveyors licensed in the states in which each such Property is located (the “SurveyReceived Surveys”). Upon Attached hereto as Schedule 7.1 are Transferee’s objections and requirements (“Title Objections”) with respect to the receipt matters disclosed by the Title Commitments, the Received Surveys, and the UCC Searches. Transferee and Transferors hereby agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the Tenants under the Leases, as tenants only, (iii) all matters created by or on behalf of Transferee, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Membership Interests by Transferee, (iv) any documents evidencing or securing the Assumed Loan and the Defeased Loan, and (v) all matters shown on the Received Surveys and all exceptions listed in Schedule B, Section II of the Title Commitment Commitments other than the so called “standard” exceptions, general survey exceptions, and Survey, Purchaser matters listed on Schedule 7.1 hereto shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the constitute “Permitted Exceptions”) and ” hereunder. Notwithstanding the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from foregoing, Transferee may have the Title Commitment or that there are requirements which Seller is unable or unwilling Commitments and UCC and other records searches updated from time to satisfy, then within five (5) days after notice from Purchaser noting time up to and through the Permitted Exceptions Closing Date and requirements, Seller shall may give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written Transferors notice of (i) Purchaser’s acceptance of such any additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions Title Objections disclosed thereby which were not listed in the original Title Commitments and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments UCC and other matters, except for the Permitted Exceptionsrecords searches or any previous update obtained by Transferee and which are not acceptable to Transferee.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtainhas caused, at its sole cost and Seller's expense, Lawyers Title Insurance Corporation, through its agent, Commonwealth Land Title Company of Houston (the "TITLE COMPANY") to issue and deliver to Purchaser a current ALTA owner’s title commitment for title insurance (the “"TITLE COMMITMENT") for an Owner's Title Commitment”) issued Policy, showing the state of the title to the Property which would appear in an Owner's Title Policy, if issued, accompanied by the Escrow Agenttrue, together with true correct and complete legible copies of all exceptions contained therein. In additionrecorded instruments affecting title to the Property, and committing to issue such Owner's Title Policy to Purchaser shall order, at its sole cost and expense, an ALTA Survey (in the “Survey”). Upon the receipt full amount of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which Purchase Price. If any exceptions shown on appearing in the Title Commitment are acceptable unacceptable to Purchaser, in Purchaser's sole discretion, or if any aspect of the Survey (as defined in Section 3.2 hereof) is unacceptable to Purchaser, Purchaser shall notify Seller of such fact in writing within five (5) business days after the “Permitted Exceptions”) and the requirements which Purchaser requires date of this Agreement. Seller shall use reasonable efforts to satisfy. The parties agree that the Leases are Permitted Exceptions. If attempt to eliminate or modify any such exceptions; however, Seller determines that it is shall not able be obligated to bring any action or is unwilling proceeding or to cause all exceptions incur any expense (other than nominal postage, delivery, telephone and similar incidental expenses) in that regard. In the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which event Seller is unable or unwilling to satisfy, then modify and/or eliminate any such exceptions to Purchaser's satisfaction within five (5) days after notice from receipt of such notice, and Seller and Purchaser noting have not entered into a written agreement in regard to the Permitted Exceptions and requirementsmodification or elimination of such exceptions, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that entitled to terminate this Agreement and receive the return of the Deposit, together with all interest earned thereon, or proceed to Closing and accept title to the Property subject to such unacceptable exceptions other than Permitted Exceptions will be removed without offset or deduction from the Purchase Price. All exceptions appearing in the Title Commitment and that Seller will satisfy all requirements for or any matters shown on the issuance of the title policy on or before Closing. Within Survey to which Purchaser does not object within such five (5) days after receipt business day period described above, or which are deemed waived and accepted by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection as set forth herein are herein referred to such additional Permitted Exceptions and its election to terminate this Contract, in which event as the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder"PERMITTED EXCEPTIONS"; provided, however, the indemnity in subsection 3A hereof shall survive that as to those exceptions to which Purchaser does object, if Seller modifies any such termination. If Purchaser fails exception to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinPurchaser's satisfaction, which satisfaction must be evidenced by a written notice executed by Purchaser, then Purchaser such exception, as so modified, shall be deemed to have accepted such additional included in the term "Permitted Exceptions, and the parties will proceed to Closing. B. " Notwithstanding the provisions of subsection A foregoing, Seller shall be obligated to eliminate at or prior to the contraryClosing all mortgage liens, on absolute and/or collateral assignments, mechanic's liens, judgments and/or other liens in a liquidated amount and other similar exceptions to the Closing Date, as defined below, title to the Property. In the event Seller fails to eliminate any mortgage lien, absolute and/or collateral assignment, mechanic's liens judgments and/or other liens in a liquidated amount or other similar objections to the title of the Property at the Closing, Purchaser shall be good and marketablehave the right to apply such portion of the Purchase Price to the satisfaction of such liens, free and clear of all mortgagesassignments, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and or other matters, except for similar exceptions as is necessary to fully discharge the Permitted Exceptionssame.

Title. Seller shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance (ALTA owner - most recent edition) for the Property, issued by a nationally recognized title insurance company acceptable to Buyer (the "Title Company"), insuring marketable title to the Property subject only to such matters as Buyer may approve and containing such endorsements as Buyer may require, including extended coverage and owner's comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. The Title Commitment shall also: A. No later include an itemization of all outstanding and pending special assessments and taxes affecting the Property and the tax year to which they relate; B. include a statement as to whether taxes are current, and if not, show the amounts unpaid; and C. include the tax parcel identification number and a statement as to whether the tax parcel includes property other than fifteen the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. Buyer shall be allowed ten (1510) business days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Surveycopies of all underlying documents or until the end of the First Contingency Period, Purchaser whichever is later to be consistent with Article 8.01 hereof, for examination and the making of any objections to the Title Commitment, said objections to be made in writing or deemed waived. If any objections are so made, Seller shall promptly review all such information and shall, no later than be allowed thirty five (3530) days after to cure such objections, or in the Effective Datealternative, furnish to obtain a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscommitment for insurable title insuring over Buyer's objections. If Seller determines that it is not able shall decide to make no effort to cure Buyer's objections, or is unwilling unable to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobtain insurable title within said thirty (30) day period, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice this Agreement shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will null and void and of no further force and effect and Buyer's Earnest Money shall be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection immediately returned to such additional Permitted Exceptions and its election to terminate this Contract, Buyer in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, full and neither party shall have any ▇▇▇▇ ▇▇y further liability duties or obligations to the other hereunder; provided. Buyer shall also have ten (10) business days to review and approve any easement, howeverlien, hypothecation or other encumbrance placed of record affecting the Property after the date of the Title Commitment. If necessary, the indemnity in subsection 3A hereof Closing Date shall survive be extended by the number of days necessary for Buyer to have ten (10) business days to review any such terminationitems. Said ten (10) business day review period shall commence on the date Buyer is provided with a legible copy of the instrument creating such exception to title. Seller agrees to inform Buyer of any item executed by Seller and placed of record affecting the Property after the date of the Title Commitment. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinany objections are so made, then Purchaser Seller shall be deemed allowed thirty (30) days to have accepted cure such additional Permitted Exceptionsobjections or, in the alternative, to obtain a commitment for insurable title insuring over BuyerOs objections. If Seller shall decide to make no effort to cure BuyerOs objections, or is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be null and void and of no further force and effect and the parties will proceed Earnest Money shall be immediately returned to Closing. B. Notwithstanding the provisions of subsection A Buyer in full and neither party shall ha▇▇ ▇▇▇ further duties or obligations to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionshereunder.

Title. A. No later than fifteen Upon execution of this Agreement, Buyer shall obtain or cause the Escrow Holder (15as defined below) days after to obtain a commitment for title insurance ("Title Report") with instructions that the Effective Date, Purchaser shall obtainoriginal Title Report together with copies of documents creating exceptions thereon be delivered to Buyer with copy to Seller. Buyer may also order, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (survey of the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey Property (the “Survey”), prepared by a surveyor selected by ▇▇▇▇▇, and certified to Buyer (and/or its assignee), by any lender specified by ▇▇▇▇▇ and the Escrow Holder. Upon the Buyer shall have twenty (20) days after receipt of the Title Commitment Report and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five copies of documents creating exceptions thereon or twenty (3520) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser whichever is later (the “Permitted ExceptionsObjection Deadline”) ), to review the condition of title set forth in the Title Report and to deliver notice to Seller in writing of any objections Buyer may have, with reasons specified, of anything contained in the requirements Title Report (“Buyer’s Title Objections”). Any such item which Purchaser requires Seller Buyer shall not object to satisfy. The parties agree that within the Leases are time period set forth above shall be conclusively deemed as approved by Buyer as Permitted Exceptions. If Seller determines that it is not able or is unwilling Buyer objects to cause all exceptions other than the Permitted Exceptions to be removed from any item contained in the Title Commitment or that there are requirements which Report, Seller shall have the option, but not the obligation, to satisfy such objection prior to closing. In the event Seller is unable or unwilling to satisfysatisfy such objections, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirementsfor any reason, Seller shall give Buyer notice of such inability or unwillingness (“"Seller’s Title Notice") within ten (10) days of receipt of the Buyer’s Title Objections. Buyer may either waive such objections or terminate this Agreement by delivering written notice to Seller within ten (10) days after receipt of Seller’s Title Notice. Failure of Buyer to deliver such notice to Seller within such ten (10) day period shall be conclusively deemed Buyer's termination of this Agreement, in which case the ▇▇▇▇▇▇▇ Money will be returned to Buyer and the parties will have no further obligations under this Agreement except for return of the ▇▇▇▇▇▇▇ Money and any obligations that expressly survive the termination of this Agreement. If ▇▇▇▇▇ does not terminate this Agreement following receipt of Seller’s Title Notice, ▇▇▇▇▇▇ agrees to preserve the condition of title to the Property so it can convey title to Buyer at Closing in the same condition existing at the time of Seller’s Title Notice. The Property shall be sold and conveyed subject to only (i) the lien of taxes not yet due and payable and (ii) such encumbrances, liens and title defects as are approved by Buyer pursuant to this Section 3. Such acceptable matters affecting title shall be collectively referred to as the “Permitted Exceptions.” Notwithstanding anything herein to the contrary, if the Title Report is updated after the Buyer Objection Deadline, Buyer shall have the right to object (each, a “New Buyer Objection”) to Purchaser stating those other exceptions which must be included as any additional Permitted Exceptions and those requirements which matter disclosed or contained (each, a “New Title Document Matter”) in any such update of the Title Report. If Seller is unable or unwilling to satisfy. Failure cure any such New Title Document Matter to the sole satisfaction of Buyer (in Buyer’s sole and absolute discretion) within the lesser of seven (7) days following receipt by Seller of a New Buyer Objection or the Closing Date, Buyer shall have the right either to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of waive such additional Permitted Exceptions or requirements New Title Document Matter and proceed to Closing without any adjustment in the Purchase Price, or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, Agreement and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion receive a return of the Permitted Exceptions within ▇▇▇▇▇▇▇ Money (in addition to any other remedies that Buyer may have under this Agreement if the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions New Title Document Matter was caused by a breach of subsection A to the contrary, on a covenant or representation of Seller under this Agreement). On the Closing Date, Seller shall cause the Escrow Holder (as defined below) to issue to Buyer its ALTA Standard Form Owner’s Policy of Title Insurance, or if the Buyer has elected to obtain a Survey, its ALTA Extended Form Owner’s Policy of Title Insurance, in the amount of the Purchase Price, insuring fee simple title to the Property is vested in Buyer (the “Title Policies”), which Title Policies shall be good and marketable, free and clear show no exceptions or matters of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, record except for the Permitted ExceptionsExceptions as described herein.

Title. A. No later than fifteen (15) days after Purchaser may, at any time during the Effective DateInspection Period, object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be “Non-Permitted Encumbrances”; if no such objection notice is given during the Inspection Period, except as otherwise provided below, all matters reflected by the Survey and Title Commitment shall be “Permitted Encumbrances”. If, between the end of the Inspection Period and Closing, Purchaser receives notice of additional liens, encumbrances or other matters not reflected in the initial Title Commitment or Survey or otherwise becomes aware of such matters, Purchaser may submit a revised list adding additional Non-Permitted Exceptions. Seller may, but shall obtainnot be obligated to, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (cure, remove or insure around all Non-Permitted Exceptions and give Purchaser written notice thereof within five days after the “Title Commitment”) issued by the Escrow AgentInspection Period expires or, together with true and complete copies if applicable, after delivery of all exceptions contained therein. In additionany revised list; provided, Purchaser shall orderhowever, Seller, at its sole cost and expense, an ALTA Survey shall be obligated to cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic’s and materialmen’s liens, and other liens and encumbrances against the Property (other than liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a liquidated sum of money, whether or not Purchaser objects thereto during the “Survey”). Upon the receipt of the Title Commitment Inspection Period, and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are matters shall be deemed Non-Permitted Exceptions. If Seller determines that it is does not able or is unwilling to timely cause all exceptions other than of the Non-Permitted Exceptions to be removed removed, cured or otherwise omitted from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“SellerPurchaser’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anytimely deliver written notice thereof to Purchaser, Purchaser shall give Seller may, at any time and at its election, (1) terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement, (ib) extend the Closing Date until three Business Days after Seller has caused all of the Non-Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser’s acceptance of such additional Title Commitment, or (c) purchase the Property subject to the Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contractinsure around), in which event the Escrow Agent Non-Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) subject to which Purchaser elects to purchase the Property shall immediately forward thereafter be Permitted Exceptions. In the Deposit event that the Title Company does not issue at Closing, or unconditionally commit at Closing to issue, to Purchaser, and neither party shall have any further liability or obligations to an extended coverage owner’s title policy in accordance with the other hereunder; providedTitle Commitment, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Sellerinsuring Purchaser’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property in the amount of the Purchase Price, subject only to the standard exceptions and exclusions from coverage contained in such policy and the Permitted Exceptions (the “Title Policy”), Purchaser shall have the right to terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be good immediately returned to Purchaser and marketablethe parties hereto shall have no further rights or obligations, free and clear other than those that by their terms survive the termination of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsthis Agreement.

Title. A. No later than fifteen Title to the Equipment will be free and clear of all liens, leases, claims and encumbrances of any kind except for the Liens and the rights of the lessees (15"Lessees") days after under the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance leases described on the Schedule (the “Title Commitment”"Leases"). Simultaneously with the receipt by Seller of such wire transfer, (i) issued by Seller shall deliver to Buyer a ▇▇▇▇ of sale for the Escrow AgentEquipment (the "▇▇▇▇ of Sale"), together with true in the form annexed hereto as Exhibit A, transferring title thereto to Buyer free and complete copies clear of all exceptions contained therein. In additionliens, Purchaser shall orderleases, at its sole cost claims and expense, an ALTA Survey (the “Survey”). Upon the receipt encumbrances of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions any kind other than the Permitted Exceptions to be removed from Liens and the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance rights of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or Lessees under the Leases and (ii) Purchaser’s objection to such additional Permitted Exceptions Buyer and its election to terminate this ContractSeller will enter into an Assignment and Assumption Agreement (the "Assignment Agreement"), in the form annexed hereto as Exhibit B, pursuant to which event all rights of Seller as lessor under the Escrow Agent shall immediately forward the Deposit Leases will be assigned to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketableBuyer, free and clear of all mortgagesliens, liens claims and encumbrancesencumbrances other than the Liens and the rights of the Lessees under the Leases. Additionally, simultaneously with the receipt by Seller of such wire transfer, Seller shall deliver to Buyer (i) notices, in the form of Exhibits C-1 and free C-2 hereto, addressed to the Lessees under the Funded Leases (as hereinafter defined) and clear signed by Seller (ii) notices, in the form of all leasesExhibit D hereto, security interestsaddressed to the Lessees under the Unfunded Leases (as hereinafter defined) and signed by the Seller and (iii) notices, restrictionsin the form of Exhibit E hereto, rights-addressed to the Lenders under the Funded Leases and signed by Seller. Additionally, simultaneously with the receipt by Seller of such wire transfer, (i) Buyer and Seller shall enter into a letter agreement, in the form of Exhibit F hereto, pursuant to which Buyer shall agree to lend possession to Seller of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than (a) Subject to section 5(d), Seller agrees to convey to Purchaser fee simple title to the Property by limited warranty deed, free and clear of all liens, encumbrances, assessments, agreements, options and covenants, except for such encumbrances set forth on Exhibit C attached hereto (those items set forth on Exhibit C, the “Permitted Encumbrances”). Purchaser shall obtain a title insurance commitment to insure the Property through Escrow Agent, along with copies of all exception documents, plats and tax information (the “Title Commitment”). (b) Purchaser shall have until 5:00 p.m. (Eastern Time) on the forty-fifth (45th) day after the Effective Date (the “Due Diligence Period”) of this Agreement to examine title to the Property. Purchaser may, by written notice to Seller and Escrow Agent prior to the expiration of the Due Diligence Period (“Title Objection Letter”), object to any matter of title (whether or not such matter is listed on said Exhibit C). Any matter of title set forth in the Title Commitment to which Purchaser fails to timely object shall be conclusively deemed to have been approved by Purchaser and shall become a Permitted Encumbrance. If Purchaser delivers the Title Objection Letter to Seller, Seller shall give written notice to Purchaser of its response to such objections within fifteen (15) days after Seller’s receipt of Purchaser’s notice thereof indicating whether Seller will cure the Effective Datematters objected to by Purchaser (the “Title Objection Response”); provided, Purchaser however, that Seller shall obtain, at its sole cost and expense, secure the release of any monetary liens or encumbrances of a current ALTA ownerdefinite or ascertainable amount by Seller’s title commitment for title insurance payment or bonding against the same at or prior to Closing (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “SurveyRequired Cure Matters”). Upon Other than with respect to Required Cure Matters, if Seller fails to, or elects not to, cure or satisfy on or before five (5) days prior to the receipt date of Closing any objections contained in the Title Objection Letter (a “Title Defect”) then Purchaser shall elect to: (i) waive such Title Defect(s) and close the sale without regard to said Title Defect(s) and without an adjustment to the Purchase Price; or (ii) delete the portion or portions of the Property subject to such Title Defects from the Property conveyed by Seller to Purchaser at Closing, in which event the Purchase Price will be reduced by an amount equal to the fair market value of such deleted portions, as determined in accordance with Section 27 below. In the event that Seller does not deliver timely a Title Objection Response, or if Seller delivers the Title Objection Response indicating that Seller will cure the Title Defects, Seller shall cure all applicable Title Defects prior to Closing. It is agreed that Seller may cure any Title Defect(s) by causing the Title Company to issue at standard rates an owner's title insurance policy insuring title to the Property over said Title Defect(s). (c) At any time prior to Closing Purchaser shall have the right to notify Seller of any title matter to which Purchaser objects which first appears of record after the effective date of the Title Commitment or otherwise becomes known to Purchaser after the delivery of the Title Objection Letter, it being understood and Surveyagreed that no such title matter shall constitute a Permitted Encumbrance hereunder unless Purchaser does not object to, Purchaser or objects to and subsequently waives objection to, the same. (d) Subject to Section 5(d), so long as this Agreement remains in force, Seller shall promptly review not lease, encumber or convey all or part of the Property or any interest therein, or enter into any agreement granting to any person any right with respect to the Property or any portion thereof, without the prior written consent of Purchaser. Notwithstanding the foregoing, Seller may, without the prior written consent of Purchaser, enter into or renew any recreational lease, license or agreement with a term of not more than one (1) year (a “New Lease”) provided that (i) any such information and shall, no later lease is terminable upon not more than thirty five (3530) days’ notice; (ii) Seller delivers a copy of said New Lease to Purchaser within three (3) days after the Effective DateDate of the New Lease; and (iii) said New Lease is entered into in the normal course of Seller’s business and is on Seller’s standard recreational lease form, furnish a copy of which Seller has delivered to Purchaser. (e) Purchaser acknowledges and agrees that Seller may continue to conduct ongoing timber harvesting operations until Closing on those harvest planning units identified in Exhibit E (the Title Commitment “Harvest Parcels”). If Seller is unable to complete such harvesting operations by Closing, Seller may retain the right to complete such harvesting operations on such Harvest Parcels for one (1) year after the Closing. If such harvesting operations are not completed by Closing, Seller shall reserve such timber in the Deeds and Survey to Seller, together with a statement as to which exceptions shown Purchaser and Seller shall enter into an access and harvest agreement at Closing (the “Post Closing Harvest Agreement”) on the Title Commitment are terms and conditions reasonably acceptable to Purchaser (and Seller providing Seller with the “Permitted Exceptions”) right to enter on to such portions of the Property by means of access routes approved by Purchaser to access and the requirements which Purchaser requires Seller to satisfyremove such timber. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) retain all rights to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions such timber and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from proceeds therefrom until Closing, and through the Title Commitment and that Seller will satisfy all requirements for the issuance term of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s NoticePost Closing Harvest Agreement, if any, Purchaser applicable. Seller shall give Seller written notice of (i) Purchaser’s acceptance remain responsible for any severance taxes arising out of the removal of such additional Permitted Exceptions or requirements or retained timber, and (ii) Purchaser’s objection to such additional Permitted Exceptions indemnify, hold harmless and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to defend Purchaser, its successors and neither party shall have assigns, from and against any further liability loss, cost, claim or obligations to the other hereunder; providedliability, howeverincluding without limitation, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to reasonable attorneys’ fees, associated with Seller’s expansion of operations on the Permitted Exceptions within the time permitted hereinProperty after Closing, then Purchaser which obligations shall be deemed to have accepted such additional Permitted Exceptions, and reflected in the parties will proceed to ClosingPost Closing Harvest Agreement. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions convey good and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, marketable title to the Property shall be good and marketablePremises, free and clear of all liens, restrictions, easements, encumbrances, leases, tenancies and other title objections, except for (i) existing building restrictions of record, (ii) ordinances, (iii) easements of record, (iv) privileges and rights of service companies, (iv) facts which an accurate survey may disclose, (v) other matters of record or conditions visible upon the ground, and (vi) the other specific exceptions or matters, if any, listed on Schedule 4 attached hereto and made part hereof, or insurable as aforesaid at ordinary rates by a reputable title insurance company licensed to sell title insurance in Pennsylvania (“Title Company”) on an ALTA Owner’s Policy. Seller shall be responsible for removing all mortgages, liens and encumbrancesother monetary encumbrances granted by Seller that encumber the Premises. (b) Title to the Premises shall be conveyed by Seller’s special warranty deed, subject as aforesaid (the “Deed”). (c) In the event title to the Premises cannot be conveyed at Settlement as described in subsection (a) of this Section, Buyer shall have the option of (i) terminating this Agreement by written notice to Seller, and free in such case Seller shall refund the Deposit to Buyer, without interest, and clear thereupon the parties shall have no further liability to each other whatsoever, or (ii) taking such title as Seller can convey without abatement of the Purchase Price. (d) Seller shall be required to comply with all leasesnotices of violation of law or municipal ordinances, security interestsorders or other requirements imposed by any governmental entity, restrictionsagency, rights-of-wayor department having authority as to the Premises, easementswhich are sent or delivered prior to the date of this Agreement. Buyer shall be required to comply with all notices of violation of law or municipal ordinances, encroachments and orders or other mattersrequirements imposed by any governmental entity, except for agency, or department having authority as to the Permitted ExceptionsPremises, which are sent or delivered on or after to the date of this Agreement.

Title. A. No later than fifteen Each Grantor (15with respect to its respective ----- interest only) days after the Effective Date, Purchaser shall obtain, at its sole cost shall: (A) keep in effect all material rights and expense, appurtenances to or that constitute a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt part of the Title Commitment Mortgaged Property and Survey(B) protect, Purchaser shall promptly review all such information preserve and shalldefend its interest in the Mortgaged Property and title thereto, no later than thirty five except against Permitted Collateral Liens (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure Lien created by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance this Deed of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or Trust); (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract(A) comply, in all material respects, with each of the terms, conditions and provisions of any obligation of such Grantor which event is secured by the Escrow Agent shall immediately forward Mortgaged Property, except where the Deposit failure to Purchaserso comply would not result in a Property Material Adverse Effect, or the noncompli-ance with which may result in the imposition of a Lien on the Mortgaged Property, (B) forever warrant and defend to the Beneficiary the Lien and security interests created and evidenced hereby and the validity and priority hereof in any action or proceeding against the claims of any and all Persons whomsoever affecting or purporting to affect the Mortgaged Property or any of the rights of the Beneficiary hereunder, except against Permitted Collateral Liens (other than the Lien of this Deed of Trust), and neither party shall have any further liability or obligations (C) maintain a valid and enforceable first priority Lien, except for Permitted Collateral Liens (other than the Lien of this Deed of Trust) on the Mortgaged Property and, to the other hereunderextent any of the Mortgaged Property shall consist of Fixtures, a first priority security interest in the Mortgaged Property, which first priority Lien and security interest shall be subject only to Permitted Collateral Liens; providedand (iii) immediately upon obtaining knowledge of the pendency of any proceedings for the eviction of such Grantor from the Mortgaged Property or any part thereof by paramount title or otherwise questioning such Grantor's right, howevertitle and interest in, to and under the Mortgaged Property as warranted in this Deed of Trust, or of any condition that could give rise to any such proceedings, notify the Beneficiary thereof. The Beneficiary may participate in such proceedings and such Grantor will deliver or cause to be delivered to the Beneficiary all instruments requested by the Beneficiary to permit such participation. In any such proceedings, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails Beneficiary may be represented by counsel reasonably satisfactory to note its objection in writing to Seller’s expansion the Beneficiary at the reasonable expense of the Permitted Exceptions within Grantors. If, upon the time permitted herein, then Purchaser resolution of such proceedings,such Grantor shall suffer a loss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be deemed payable in connection therewith, such proceeds are hereby assigned to have accepted such additional Permitted Exceptions, and shall be paid to the parties will proceed Beneficiary for deposit into the Collateral Account and shall be applied in the manner applicable to Closing. B. Notwithstanding Net Loss Proceeds in accordance with the provisions of subsection A to the contrarySections 4.16, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances11.02, and free and clear 10.05(c) of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsIndenture.

Title. A. No (a) At the Closing each Company shall hold fee simple title to its respective Property free and clear of all liens, charges and encumbrances, except the Permitted Exceptions. Nothing set forth in this subparagraph shall limit Buyer's right to review and object to the Permitted Exceptions as set forth in subsection (e) below. (b) The obligation of Buyer to complete the transaction described in this Agreement is conditioned upon the delivery to Buyer of an owner's policy of title insurance with respect to each Property insuring that, as of the Closing, title to each Property is not subject to any liens or encumbrances, other than the Permitted Exceptions. (c) Sellers have delivered to Buyer the current survey of each Property. (d) Sellers have delivered to Buyer, at Sellers' sole cost and expense, with respect to each Property, a copy of its owner's title insurance policy and a commitment for an owner's policy of title insurance from the Title Company. Sellers shall deliver to Buyer, at Sellers' sole cost and expense, all UCC and other customary searches of Sellers and the Companies within 15 days after the Effective Date. (e) If any title commitment, search or survey discloses exceptions to title other than the Permitted Exceptions, or any other matter which does not conform to the requirements of this Agreement, or if any Permitted Exception, in Buyer's reasonable judgment, renders title to the Property unmarketable or materially adversely affects the use and operation of the Property as an apartment complex, then Buyer shall so notify Sellers in writing, such notice to be furnished to Sellers, if at all, not later than the end of the Due Diligence Period ("Title Review Period"). (f) Sellers shall have the right, but not the obligation (except as otherwise set forth below), within fifteen (15) days from the date of receipt of such notice from Buyer (the "Correction Period"), to have each such unpermitted exception to title removed, or to correct each such other matter, in each case to the reasonable satisfaction of the Buyer. Buyer shall have no obligation to close within the Correction Period unless Sellers shall have caused the unpermitted exception to be removed or corrected to the reasonable satisfaction of Buyer. If, within the Correction Period, Sellers fail to have each such unpermitted exception removed, or to correct each such other matter as aforesaid, Buyer may terminate this Agreement with respect to any affected Property by notice given to the other within fifteen (15) days after the Effective Date, Purchaser expiration of the Correction Period and the provisions of Section 33 shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained thereinapply. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon event no such termination notice is given within the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyaforementioned period, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser Buyer shall be deemed to have accepted such terminated this Agreement with respect to the affected Property. Any exception to title (other than a Permitted Exception), or any other matter which does not conform to the requirements of this Agreement, to which the Buyer does not object, as aforesaid, shall be deemed approved by Buyer, and shall be deemed to be an additional Permitted Exceptions, and the parties will proceed to Closing. B. Exception. Notwithstanding the provisions of subsection A anything to the contrarycontrary contained herein, on the Closing Date, as defined below, title to the Property Sellers shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for obligated to remove the Permitted Required Exceptions.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser 7.1. Lessor shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, times retain title to the Property Equipment, and Lessee shall not 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 good delivered to Lessor. 7.2. Lessee shall not change or remove any insignia or lettering that is on the Equipment or that is thereafter placed thereon indicating Lessor’s ownership thereof; and marketableat 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 actions of Lessor) or through Lessee, at all times keeping the Equipment free and clear from any legal process or encumbrance whatsoever resulting from, by, or under any acts of all mortgagesLessee including, liens and but not limited to, liens, attachments, encumbrances, levies and free executions, and clear of all leasesshall give Lessor immediate written notice thereof and shall indemnify Lessor from any loss caused thereby. 7.5. Lessee shall execute and deliver to Lessor, security interestsupon ▇▇▇▇▇▇’s request, restrictions, rights-of-way, easements, encroachments such further instruments and other matters, except assurances as Lessor deems reasonably necessary or reasonably advisable for the Permitted Exceptionsconfirmation 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 owned or controlled by Lessor that is not expressly included in the definition of Confidential Information or “Equipment.” 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 (i.e. movable) property even though installed in or attached to real property or other movable property.

Title. Seller shall / shall not 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. No later than fifteen The Title Policy to be furnished to Buyer shall insure Buyer’s title to the property to be good and indefeasible subject only to the following exceptions (15“Permitted Exceptions”) (1) existing deed restrictions and restrictive covenants affecting the property; (2) discrepancies, conflicts and shortages in area or boundary lines, or any encroachments or any overlapping of improvements; (3) taxes of the current and subsequent years and subsequent assessments for prior years due to change in land usage or ownership; (4) existing building and zoning restrictions and ordinances; (5) easements or roads, easements visible upon the ground, easements of record and (6) liens created or assumed as security for the Sales Price; (7) rights or privileges of public service companies and utility easements of record or common to any platted subdivision of which the property is a part; (8) reservations or other exceptions of record or known to the Buyer; (9) the terms and provisions of any Declaration, By-Laws and Rules and Regulations of any Condominium Regime or Homeowner’s Association pertaining to the property (together called the “Association Documents”) as amended, including the platted easements and assessments set out therein, and (10) the terms of any ground rent, ground lease or similar agreements, if any, and (11) any other liens, encumbrances, easements, covenants or restrictions of record or known to the Buyer. B. Unless the Buyer obtains Buyer’s own title examination, title commitment or owner’s policy of title insurance, Seller shall make available for Buyer’s review at the Title Company, the title commitment of the Title Company and legible copies of any documents creating title exceptions at least two (2) days after prior to the Effective Closing Date, Purchaser . Buyer shall obtain, be entitled to obtain a title commitment prior to the Closing Date and an owner’s policy of title insurance at its Buyer’s sole cost and expense, . If the commitment reveals a current ALTA owner’s defect in title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt which is not one of the Title Commitment and SurveyPermitted Exceptions, Purchaser shall promptly review all or if Seller does not have title to the property, Buyer may either waive such information and shall, no later than thirty five (35) days after defect or give written notice to Seller. Seller may attempt to cure such defect prior to the Effective Closing Date, furnish a copy of the Title Commitment and Survey or decline to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscure such defect. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting cure the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy defect on or before Closingthe 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 Buyer’s sole and exclusive remedy. Within Buyer may not object to any Permitted Exceptions set forth in sub-paragraphs 4(A)(1) through (11) above. Buyer may object to any other exceptions only if the commitment was not available for review prior to the Closing Date and if the commitment was to be provided by Seller, in which case Buyer will have five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection commitment and documents to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.make written objection(s)

Title. A. No later than fifteen Buyer shall have until the date which is five (155) days after Business Days prior to the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance Contingency Date (the “Title CommitmentApproval Date”)to notify Seller (“Buyer’s Title Notice”) issued by the Escrow Agent, together with true and complete copies of all any exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey to title to which Buyer objects (the “SurveyTitle Objections”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five If Buyer fails to deliver timely notice on or before 5:00 p.m. (35California time) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable Approval Date, Buyer shall be deemed to Purchaser have approved the condition of title to the Property. Seller shall have three (the 3) Business Days after Buyer’s Title Notice within which to deliver to Buyer, in Seller’s sole and absolute discretion, a notice (“Permitted ExceptionsSeller’s Title Notice”) and indicating which Title Objections Seller will remove or insure over (to Buyer’s reasonable satisfaction) by the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted ExceptionsClosing. If Seller determines (i) does not deliver Seller’s Title Notice within the required time, or (ii) timely notifies Buyer that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyremove or insure over (to Buyer’s reasonable satisfaction) all such Title Objections, then within five Buyer may elect, by written notice to Seller, to terminate this Agreement pursuant to Section 3.5 below. Buyer’s delivery of a Waiver Notice on or before 5:00 p.m. (5California time) days after notice from Purchaser noting on the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice Contingency Date shall be deemed an Buyer’s election by to waive its Title Objections pursuant to Section 3.5 below. Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections; except that Seller will satisfy all requirements for the issuance of the title policy on shall be obligated, at or before Closing. Within five , to (5x) days after receipt by Purchaser remove all deeds of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or trust; and (ii) Purchaserremove or insure over (to Buyer’s objection reasonable satisfaction) all other monetary liens on the Property, which were knowingly and intentionally created by Seller (including, without limitation, mechanics’ liens in connection with works of improvement furnished or supplied at the written request or direction of Seller(as opposed to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion tenant(s) of the Permitted Exceptions within Property)), other than liens for taxes and assessments that accrue with respect to periods after Closing and liens that result from the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingactions of Buyer. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days 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 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 shown by the public records with all general and standard exceptions deleted, all at no additional premium to be paid by Buyer. (b) Simultaneously with the delivery of the Deed, Seller shall execute and deliver to Buyer a special warranty bill ▇▇ sale and instrument of transfer and assignment (the "Bill ▇▇ Sale"), in form and 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 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, Purchaser shall obtain, at its sole cost and expense, order (i) a current ALTA owner’s title commitment for title insurance (the “Title "Commitment”") issued by the Escrow Agent, together with true and complete copies terms of which Buyer's Title Company agrees to issue to Buyer at Closing the Title Policy; (ii) a photocopy of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey documents (the “Survey”). Upon the receipt of the "Title Commitment and Survey, Purchaser shall promptly review Documents") describing all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which title exceptions shown on the Title Commitment are acceptable to Purchaser (the “"Title Exceptions"), and (iii) if Buyer so elects, an ALTA Land Title Survey of the Land (the "Survey"). If Buyer objects to any matters disclosed by the Commitment, Title Documents or Survey, Buyer shall 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 the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause release of any monetary liens, including, without limitation, any and all exceptions mortgages, mechanics liens and judgment liens other than the Permitted Exceptions assumable financing, as hereinafter defined (collectively, "Monetary Liens") and with respect to matters other than Monetary Liens, Seller shall be removed from obligated to collectively spend up to $20,000 in the Title Commitment or that there are requirements which aggregate to cure any title objection. Seller is unable or unwilling to satisfyshall, then within five (5) days after notice from Purchaser noting the Permitted Exceptions receipt of Buyer's objections, notify Buyer of Seller's proposed actions to satisfy such objections, and requirementsshall have a reasonable time, not to exceed fifteen (15) days, to satisfy such objections. If, despite its reasonable efforts to do so, Seller cannot satisfy such objections (other than the Monetary Liens, which shall give notice 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 such fifteen (“Seller’s Notice”15) day period, as the same may be extended in Buyer's sole discretion, Buyer shall have the following options: (i) to Purchaser stating those other exceptions which must be included as extend such fifteen (15) day period for such additional Permitted Exceptions and those requirements period up to Closing that Buyer may elect, during which Seller is unable shall continue to use its reasonable efforts to satisfy such objections; (ii) to waive its objection to such title defect and proceed to Closing or unwilling (iii) to satisfyterminate this Agreement by written notice to Seller and obtain an immediate refund of the Deposit, as defined in Section 2.02. Failure Notwithstanding any term or provision contained herein to the contrary, except with respect to Monetary Liens, the procurement by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements 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 policy matters are not satisfied prior to expiration of the Study Period, Closing shall occur on or before Closing. Within the later of (a) the date described in Section 3.01 and (b) five (5) business days after receipt by Purchaser following satisfaction of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate Buyer's title objections in accordance with this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingSection. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later (i) Purchaser shall have until the expiration of thirty (30) days from the Effective Date to obtain from the Title Company, a commitment for title insurance (the "Purchaser's Commitment") and to notify Seller by written statement of all objections or defects, if any, to Seller's title to the Property, other than such encumbrances set forth on Exhibit B attached hereto (hereinafter referred to as the "Permitted Exceptions"). Failure of Purchaser to notify Seller of such objections or defects, if any, prior to the expiration said thirty (30) day period shall constitute a waiver of any objections or defects to Seller's title appearing of record as of the effective date of the Purchaser's Commitment, and any such objections or defects shall become Permitted Exceptions. If Purchaser should notify Seller of any such objections or defects prior to the expiration of said thirty (30) day period, Seller shall have the right either (x) to cure or remove any such objections or defects prior to Closing or (y) to notify Purchaser prior to Closing that Seller is unable or unwilling to cure such objections or defects. (ii) In the event that Seller so notifies Purchaser pursuant to subsection (i) above that it is unable or unwilling to cure any objections or defects, then Purchaser shall have the option, exercisable within fifteen (15) days after such notification by Seller, of (x) waiving such objections or defects and agreeing to take title to the Effective Date, Purchaser shall obtain, at its sole cost Property subject to such objections or defects without any adjustment to or deduction from the purchase price or (y) terminating this Agreement by notice to Seller and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event latter case the Escrow Agent shall immediately forward return the Deposit ▇▇▇▇▇▇▇ Money (less $100.00 which shall be delivered to Seller in consideration for entering into this Agreement) to Purchaser, and whereupon neither party shall have any further liability rights, duties, obligations or obligations to the other liabilities hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for Purchaser's indemnifications contained in Sections 4 and 6 below. Nothing contained herein shall waive or limit Purchaser's rights to object to any title objections or defects appearing of record after the Permitted Exceptionseffective date of Purchaser's Commitment.

Title. A. No Not later than fifteen (15) days after 5:00 PST on Monday, November 17, 1997, Buyer may provide Notice to Seller that Buyer disapproves of one or more matters affecting title to the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance Property (the “"Title Commitment”Notice Date") issued and request that Seller correct such deficiency. All matters affecting title to the Property which are not disapproved by Buyer by Notice to Seller on or before the Escrow AgentTitle Notice Date, together with true and complete copies of all exceptions contained therein. In additionmatters consented to by Buyer or created by Buyer or its agents, Purchaser shall orderor by a tenant (without Seller's written consent), at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than to be "Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements Exceptions" for the issuance purposes of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunderAgreement; provided, however, that Buyer shall have the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails right to note its objection in writing further disapprove title exceptions up until the date which is four (4) days prior to Seller’s expansion the expiration of the Permitted Exceptions within Investigation Period, if and to the time permitted herein, then Purchaser shall be deemed extent a Survey obtained by Seller shows exceptions unacceptable to have accepted such additional Buyer and not disclosed in the previously approved Permitted Exceptions. In the event Seller receives no such Notice, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, all matters affecting title to the Property shall be good deemed Permitted Exceptions. If Buyer timely and marketableproperly objects to a title matter, free Seller shall, in the exercise of its sole discretion, at least one (1) day prior to the end of the Investigation Period, advise Buyer whether Seller intends to correct the title objection or provide endorsement coverage with respect thereto prior to the close of Escrow. If Seller elects not to correct the deficiency or provide endorsement coverage with respect thereto, or if Seller provides no Notice to Buyer of its intent with respect thereto (in which event Seller shall be deemed to have elected not to correct the deficiency or provide endorsement coverage with respect thereto), Buyer shall be required, either to waive its objection or cancel Escrow by Notice delivered to Seller and clear Escrow Agent on or before the expiration of all mortgagesthe Investigation Period. Subject to any deficiency which Seller has agreed to correct or endorse prior to the close of Escrow, liens and encumbrancesif Buyer does not cancel Escrow during the Investigation Period, and free and clear of all leasesBuyer shall be deemed to have waived its previous objections to matters affecting title to the Property, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for which objections shall thereafter be deemed included in the "Permitted Exceptions." Notwithstanding the foregoing, Seller agrees to use its reasonable efforts to cause the removal from the Title Policy (by removal, indemnity or endorsement), prior to Closing, of all monetary encumbrances recorded against the Real Property after the end of the Investigation Period, other than (i) liens recorded as a result of acts or omissions of Buyer, and (ii) liens recorded as a result of acts or omissions of Tenants.

Title. Seller shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance (ALTA owner - most recent edition), for the Property, issued by a nationally recognized title insurance company acceptable to Buyer (the "Title Company"), insuring marketable title to the Property subject only to such matters as Buyer may approve and containing such endorsements as Buyer may require, including extended coverage and owner's comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Seller as the present fee owner of the Property and show Buyer as the fee owner to be insured. The Title Commitment shall also: A. No later include an itemization of all outstanding and pending special assessments and taxes affecting the Property and the tax year to which they relate; B. include a statement as to whether taxes are current, and if not, show the amounts unpaid; and C. include the tax parcel identification number and a statement as to whether the tax parcel includes property other than fifteen the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions must be attached to the Title Commitment. Buyer shall be allowed ten (1510) business days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Surveycopies of all underlying documents or until the end of the First Contingency Period, Purchaser whichever is later to be consistent with Article 8.01 hereof, for examination and the making of any objections to the Title Commitment, said objections to be made in writing or deemed waived. If any objections are so made, Seller shall promptly review all such information and shall, no later than be allowed thirty five (3530) days after to cure such objections, or in the Effective Datealternative, furnish to obtain a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscommitment for insurable title insuring over Buyer's objections. If Seller determines that it is not able shall decide to make no effort to cure Buyer's objections, or is unwilling unable to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobtain insurable title within said thirty (30) day period, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice this Agreement shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will null and void and of no further force and effect and Buyer's ▇▇▇▇▇▇▇ Money shall be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection immediately returned to such additional Permitted Exceptions and its election to terminate this Contract, Buyer in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, full and neither party shall have any further liability duties or obligations to the other hereunder; provided. Buyer shall also have ten (10) business days to review and approve any easement, howeverlien, hypothecation or other encumbrance placed of record affecting the Property after the date of the Title Commitment. If necessary, the indemnity in subsection 3A hereof Closing Date shall survive be extended by the number of days necessary for Buyer to have ten (10) business days to review any such terminationitems. Said ten (10) business day review period shall commence on the date Buyer is provided with a legible copy of the instrument creating such exception to title. Seller agrees to inform Buyer of any item executed by Seller and placed of record affecting the Property after the date of the Title Commitment. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinany objections are so made, then Purchaser Seller shall be deemed allowed thirty (30) days to have accepted cure such additional Permitted Exceptionsobjections or, in the alternative, to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no effort to cure Buyer's objections, or is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be null and void and of no further force and effect and the parties will proceed ▇▇▇▇▇▇▇ Money shall be immediately returned to Closing. B. Notwithstanding the provisions of subsection A Buyer in full and neither party shall have any further duties or obligations to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionshereunder.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser Seller shall obtain, at its sole cost and expense, and deliver to Purchaser a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Dateexpiration of the Review Period, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases Leases, zoning ordinance, and taxes which are a lien but not then due and payable shall all be Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within If Purchaser does not give notice to Seller of Purchaser’s objection of such additional Permitted Exceptions or requirements within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection be deemed to have agreed to take title subject to such additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions and its election within the time permitted herein, Purchaser shall be deemed to terminate have terminated this ContractContract (unless the parties agree otherwise in writing), in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; , provided, however, the indemnity in subsection 3A 3 A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions. C. Intentionally deleted.

Title. A. No later than fifteen Seller shall deliver to Buyer a commitment for an ALTA OwnerOs Policy of Title Insurance (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”-most recent edition) issued by a nationally recognized title insurance company acceptable to Buyer (the Escrow Agent"Title Company"), together with true insuring marketable title in the Parcel or Property, subject only to such matters as Buyer may approve and complete copies contain such endorsements as Buyer may require, including extended coverage and ownerOs comprehensive coverage (the "Title Commitment"). The Title Commitment shall show Sam's West, Inc. as the present fee owner of the Parcel and show Buyer as the fee owner to be insured, and shall reflect the Title Company's commitment to issue a future improvements endorsement raising the amount of title coverage to the entire amount of the purchase price paid for the Property upon final disbursement. The Title Commitment shall also include an itemization of all outstanding and pending special assessments and an itemization of taxes affecting the Parcel or Property and the tax year to which they relate, shall state whether taxes are current and if not, show the amounts unpaid, the tax parcel identification numbers and whether the tax parcel includes property other than the Property to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of the Title Commitment. Copies of all instruments creating such exceptions contained thereinmust be attached to the Title Commitment. In addition, Purchaser Buyer shall order, at its sole cost and expense, an ALTA Survey be allowed ten (the “Survey”). Upon the 10) business days after receipt of the Title Commitment and Surveycopies of all underlying documents or until the end of the Contingency Period, Purchaser whichever is later to be consistent with Article 12.01 hereof, for examination and the making of any objections thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall promptly review all such information and shall, no later than be allowed thirty five (3530) days after to cure such objections or in the Effective Date, furnish alternative to obtain a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscommitment for insurable title insuring over Buyer's objections. If Seller determines that it is not able shall decide to make no efforts to cure Buyer's objections, or is unwilling unable to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobtain insurable title within said thirty (30) day period, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice this Agreement shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment null and that Seller will satisfy all requirements for the issuance void and of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions no further force and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, effect and neither party shall have any further liability duties or obligations to the other hereunder; provided. The Buyer shall also have ten (10) business days to review and approve any easement, howeverlien, hypothecation or other encumbrance placed of record affecting the Parcel or Property after the date of the Title Commitment. If necessary, the indemnity in subsection 3A hereof Closing Date or Second Funding shall survive be extended by the number of days necessary for the Buyer to have ten (10) business days to review any such terminationitems. Such ten (10) business day review period shall commence on the date the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller placed of record affecting the Parcel or Property after the date of the Title Commitment. If Purchaser fails to note its objection in writing to Seller’s expansion of any objections are so made, the Permitted Exceptions within the time permitted herein, then Purchaser Seller shall be deemed allowed thirty (30) days to cure such objections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure Buyer's objections, or is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be null and void and of no further force and effect and neither party shall have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A any further duties or obligations to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionshereunder.

Title. A. No later Title to the Property shall be marketable, good of record, and insurable by the Title Company, pursuant to a full coverage ALTA Form-B (Rev. 1992) owner's title insurance policy in the amount of the Purchase Price (or an unconditional commitment therefor) without any exceptions ("Printed form" or otherwise) other than fifteen (15) days the Permitted Exceptions, and in addition, providing affirmative coverage insuring against any mechanic's or materialmen's lien arising from goods, labor or materials provided to the Property prior to the Closing Date. Promptly after the Effective Datedate of execution of this Agreement by Seller, Purchaser shall obtainshall, at its sole cost and expense, a request an interim title binder from the Title Company and within ten (10) days after receipt thereof shall notify Seller of any reasonable objection of any exceptions to title to the Property which are unacceptable to Purchaser. The "Permitted Exceptions" are the lien of current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true real estate taxes and complete copies of special assessments not yet due and payable and all exceptions contained thereinshown on the title binder which are not objected to by Purchaser within the aforementioned ten (10) day period. In addition, Purchaser shall ordertake title to the Property subject to all Permitted Exceptions. Seller may, at its sole cost option and its sole expense, an ALTA Survey correct such exceptions which are objected to by Purchaser within the aforementioned ten (10) day period at least thirty (30) days prior the Closing Date; provided however, that notwithstanding anything to the contrary, Seller shall, at or prior to Closing, cause all mortgages, deeds of trusts, financing statements, mechanics liens, judgement liens and other matters that may be satisfied by a liquidated sum (the “Survey”). Upon the receipt "Liquidated Exceptions") to be satisfied and released of record or bonded over or to provide an indemnity or other assurance to the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of Company so as to permit the Title Commitment and Survey Company to Seller, together with a statement as to which exceptions shown on issue the Title Commitment are acceptable to Purchaser owner's title insurance policy required above (the “Permitted Exceptions”) and the requirements which Purchaser requires provided Seller to satisfy. The parties agree that the Leases are Permitted Exceptionsis diligently pursuing resolution of such encumbrances). If Seller determines that it is elects to eliminate any such exceptions, Seller may extend the Closing Date for an additional reasonable period of time, not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed exceed thirty (30) days from the Title Commitment or that there are requirements which Closing Date. If Seller is unable or unwilling does not desire to satisfyeliminate any of the exceptions, then Seller shall notify Purchaser within five (5) days after of Purchaser's notice from Purchaser noting the Permitted Exceptions and requirements, to Seller; otherwise Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance to have elected to eliminate such exceptions. Upon receipt of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if anysuch notice, Purchaser shall give Seller written notice of have the option to either (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements i)terminate this Agreement, or (ii) Purchaser’s objection to close on the purchase of the Property and waive such additional Permitted defects in title other than the Liquidated Exceptions and its election those exceptions which Seller has agreed to terminate eliminate. In the event of termination of this ContractAgreement, in which event the Escrow Agent Seller and Purchaser shall immediately forward be relieved of all liabilities under this Agreement and the Deposit shall be returned to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereindoes not terminate this Agreement, then Purchaser shall be deemed to have accepted waived all objections to such additional Permitted Exceptions, matters other than the Liquidated Exceptions and the parties will proceed those exceptions which Seller has agreed to Closingeliminate. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser Transferor shall obtain, at its sole cost and expense, deliver to Transferee a current ALTA owner’s title commitment for title insurance 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”) issued "), accompanied by the Escrow Agent, together with true and complete legible copies of all exceptions to title contained therein. In addition, Purchaser shall order, at . (c) At its sole cost and expense, an ALTA Survey 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 “Survey”Intercompany Indebtedness and (B) all monetary liens shown on the Title Commitment (including judgment and mechanics liens, whether or not 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. Upon If Transferor fails to remove ----------- the receipt 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 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, Purchaser (i) Transferee shall promptly review all such information deliver notice to Transferor with a list of anything disapproved by Transferee on the Survey and shalla list of any exceptions to title shown on the Title Commitment required to be removed by Transferor, other than easements and minor exceptions 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 later exceptions other than thirty five the following (35"Permitted Exceptions"): (i) days after the Effective Date, furnish a copy of those exceptions or matters set forth in the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on not disapproved by Transferee in the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements manner provided above or (ii) Purchaser’s objection 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 additional Permitted Exceptions and time period, Transferor shall exercise its election reasonable, good faith efforts to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit remedy to Purchaser, and neither party shall have Transferee's satisfaction any further liability or obligations to the other hereundermatter 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 indemnity Property at the Closing if Transferor shall cure, on or before the Closing, any such title or Survey defects identified by Transferee in subsection 3A hereof shall survive such terminationwriting. If Purchaser fails to note Transferor shall, despite the exercise of its objection in writing to Seller’s expansion of reasonable, good faith efforts, not cure, on or before the Permitted Exceptions within the time permitted hereinClosing, then Purchaser shall any such title or Survey defects, this Agreement may be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingterminated upon written notice from Transferee. B. Notwithstanding the provisions of subsection A to the contrary, on (e) On or before the Closing Date, Transferor shall cause the Title Company to deliver to Transferee a binding commitment, in form acceptable to Transferee, to issue at the Closing a 1999 ALTA Owner's (or Leasehold, as defined belowapplicable) Policy of Title Insurance with liability in the amount of $32,500,000, title insuring Transferee's interest in the Real Property and all easements benefiting the Real Property, subject to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions, together with endorsements reasonably requested by Transferee, including, without limitation, survey, access and contiguity. (f) On or before the Closing Date, Transferor shall 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 Closing (the "Lone Mountain Title Policy"). (g) On or before the Closing Date, Transferor shall cause the Title Company to 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 property leased pursuant to the Net Lease.

Title. A. No later than fifteen (15) days after Title will be marketable in Seller at the Effective Datetime of Closing, Purchaser shall obtain, at its sole cost subject to the matters set forth in Exhibit C attached hereto and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser incorporated herein (the “Permitted Exceptions”), the documents referred to in Section 9 below and those matters shown on the Map of the Project. Seller, at its expense, will give to Purchaser a title insurance commitment (the "Commitment") and issued by Land Title Guarantee Company (the requirements which Purchaser requires Seller “Title Company”) to satisfy. The parties agree that insure the Leases are Permitted Exceptionstitle to the Unit in Purchaser's name for the amount of the Purchase Price. If Seller determines that it is not able or is unwilling to cause all exceptions the Commitment discloses the existence of any defects in title, other than the Permitted Exceptions Exceptions, the documents referred to be removed from in Section 9 below, those matters shown on the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance final Map of the Project and the standard printed exceptions appearing in the Commitment, and such defects render title policy on or before Closing. Within five (5) days after receipt to any portion of the Unit unmarketable and the defects are not waived by Purchaser of Seller’s Notice, if anyPurchaser, Purchaser shall must give Seller written notice of the title defects within seven (i7) days after receipt of the Commitment. Thereafter, Seller will have forty-five (45) days in which Seller may elect to cure the defects and render title marketable or provide title insurance against the defects and, if necessary, the Closing shall be postponed accordingly. If Seller fails to cure the defects or provide title insurance after timely notice of the defects or Seller elects not to pursue a cure or title insurance as evidenced by a written notice to Purchaser, Purchaser, as its sole remedy, may elect, within seven (7) days after the earlier of Purchaser’s acceptance receipt of such additional Permitted Exceptions Seller’s notice of election not to cure or requirements or the end of the forty-five (ii45) Purchaser’s objection to such additional Permitted Exceptions and its election day period, either (a) to terminate this ContractAgreement, in which event the Escrow Agent shall immediately forward the Deposit all amounts paid to Seller under this Agreement will be returned to Purchaser, and neither party shall will have any further liability obligations under this Agreement; (b) with Seller's consent, to grant one or obligations more additional periods of time within which Seller may but shall not be required to attempt to cure, remove or obtain title insurance protection against the other hereunderexceptions; providedor (c) to accept title with all defects as shown in the Commitment, however, without adjustment in the indemnity in subsection 3A hereof shall survive such terminationPurchase Price. If Purchaser fails to note its objection in writing to Seller’s expansion give timely notice of the Permitted Exceptions within the time permitted hereintermination, then Purchaser shall will be deemed to have accepted such additional Permitted Exceptionselected to accept title as shown in the Commitment and to have waived all defects. Purchaser expressly relinquishes and waives any and all other remedies, claims, demands, and the parties will proceed causes of action at law or in equity against Seller for failure to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, deliver marketable title. No equitable title to the Property shall Unit will pass to Purchaser until Closing. Purchaser acknowledges and accepts that there will likely be good and marketable, free and clear of all mortgages, liens and encumbrancesrecorded against the Project additional easements and/or other documents that do not render title to the Unit unmarketable, and free that such recordings are permissible. Following the recording of the final Condominium Map creating the Unit and clear the Declaration, Seller shall procure a legal description of all leasesthe Unit and deliver to Purchaser, security interestsat least five (5) business days before Closing, restrictionsthe Commitment in a revised form, rights-of-wayreflecting the final recorded Map, easementsDeclaration, encroachments the final legal description of the Unit and other mattersreasonable adjustments to the Commitment (the “Final Commitment”), except for which Final Commitment Purchaser accepts. The Final Commitment will commit to insure marketable title to the Permitted ExceptionsUnit in Purchaser, upon payment of the policy premium by Seller and the satisfaction of certain requirements by Seller, subject to the standard printed exceptions and the exceptions accepted by Purchaser pursuant to this Section above. After the Closing, Seller, at its expense, will cause the Title Company to issue to Purchaser a title insurance policy in conformance with the Final Commitment, which title insurance policy will also include “owner’s extended coverage” and delete or insure over standard printed exceptions Nos. 1-5.

Title. A. No later than fifteen twenty (1520) days after the Effective Date, Purchaser Seller shall obtain, at its sole cost and expense, and deliver to Purchaser a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Dateexpiration of the Review Period, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases Leases, zoning ordinance, and taxes which are a lien but not then due and payable shall all be Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within If Purchaser does not give notice to Seller of Purchaser’s objection of such additional Permitted Exceptions or requirements within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection be deemed to have agreed to take title subject to such additional Permitted Exceptions. If Purchaser objects in writing to Seller’s expansion of the Permitted Exceptions and its election within the time permitted herein, Purchaser shall be deemed to terminate have terminated this ContractContract (unless the parties agree otherwise in writing), in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; , provided, however, the indemnity in subsection 3A 3 A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions. C. The Seller, at the Seller’s sole cost and expense, has begun working with the City of Tampa (“City”) to obtain the City’s approval of a plat for the subdivision of the Real Property into separate lots/tracts for use by Purchaser and the Seller, where such plat is in the form attached hereto as part of Exhibit “A”. If, despite good faith and diligent effort, the Seller is unable to secure the City’s approval of a plat of the Real Property prior to the Closing Date, then the Seller may either: (i) terminate this Agreement by notifying the Seller in writing of such termination on or before the Closing Date, in which event the Deposit shall be refunded to the Purchaser, and the parties hereto shall be relieved of all further obligations hereunder except for any obligations which specifically survive the termination of this Contract, or (ii) extend the Closing Date for a period of sixty (60) days for the sole purpose of obtaining the City’s approval for the plat. For purposes of this Contract, the City shall be deemed to have approved the plat on the date on which the City adopts and signs a resolution approving the plat submitted by the Seller pursuant to this Section.

Title. A. No later than fifteen Seller shall deliver, good, marketable and insurable title (15at regular insurance rates) days after to the Effective DatePremises, by bargain and sale deed with covenant against grantor’s act. All mortgages (including prior mortgages) and liens shall be discharged of record, provided that Seller may use a portion of the Purchase Price to satisfy current mortgages for which original discharges shall be delivered at Closing. B. Purchaser shall obtain, at its sole cost and expense, obtain a current ALTA owner’s title commitment for title insurance with respect to the Premises (the “Title Commitment”) issued by the Escrow Agent, together with true from a title company duly licensed in New Jersey and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish will deliver a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown Seller on or before the end of the Due Diligence Period. If the Title Commitment are acceptable to Purchaser Commitment, Purchaser’s survey (the “Permitted ExceptionsSurvey”) and the requirements or any supplemental or subsequent title “run down” reports disclose any exceptions to title which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfydisapproves, then Purchaser shall give Seller notice of any such matters to which Purchaser objects (the “Purchaser’s Notice”). Seller shall notify Purchaser in writing (the “Seller’s Title Response”) within a period of five (5) days (the “Response Period” ) after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Sellerreceiving Purchaser’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that whether Seller will satisfy all requirements for cause the issuance objections raised in the Purchaser’s Notice to be satisfied and removed of the title policy record on or before the Closing Date. If Seller agrees to removal, Seller covenants to satisfy and remove the unpermitted exceptions to title on or before the Closing. Within five . C. If Seller notifies Purchaser within the Response Period that Seller does not intend to satisfy and remove the unpermitted exceptions, then Purchaser’s sole remedy in such event, exercisable at any time after expiration of the Response Period, shall be to: (51) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller terminate this Agreement effective upon written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, Seller and neither party Seller nor Purchaser shall have any further liability rights, claims or obligations against one another arising out of this Agreement; or (2) accept title at the Closing subject to the other hereunderunremoved exception(s), without any reduction or adjustment in the Purchase Price for the Premises by reason thereof; provided, however, or (3) negotiate an agreed upon reduction or adjustment in the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails purchase price and then accept title at the Closing subject to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingunremoved exception(s). B. Notwithstanding the provisions D. Any exception to title consisting of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.(1) a monetary lien or encumbrance;

Title. A. No later than Within five (5) days following the Effective Date, Seller shall deliver to Buyer a preliminary title report and copies of all exception documents referenced therein (the “Title Report”) issued by First American Title Insurance Company, located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 600, Irvine, CA 92612 (the “Title Company”), describing the title to the Property, together with a copy of all title exceptions (the “Exceptions”) set forth in the Title Report. In the event the Title Report is not timely delivered, Buyer may, in its sole and absolute discretion, extend the Due Diligence Period by an amount not to exceed one (1) day per each day the Title Report is untimely delivered. Unless disapproved by ▇▇▇▇▇ in a written notice delivered to Seller on or before fifteen (15) days after ▇▇▇▇▇’s receipt of the Effective Report (“Buyer’s Title Notice”), Buyer shall be deemed to have approved the condition of title to the Property and/or any natural hazards disclosed by the following (collectively, the “Title Documents”): (i) the Report; (ii) the Exceptions; and (iii) the legal description of the Property. Buyer shall have the same rights to approve, disapprove or conditionally approve any Exceptions to title that are not created by ▇▇▇▇▇ and that come into existence after issuance of the Report but prior to Closing upon the earlier of: (i) five (5) business days after ▇▇▇▇▇’s receipt of an amendment to the Report, or (2) the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall obtainBuyer hereby disapproves all leases, tenancies or rights of parties in possession, deeds of trust, delinquent taxes and assessments and other monetary liens affecting the Land, other than the Permitted Liens and liens for non-delinquent property taxes and assessments as described above) and Seller hereby covenants to cause all such disapproved liens to be satisfied at its Seller’s sole cost and expenseexpense (including all prepayment penalties and charges) before or concurrently with the Close of Escrow from sales proceeds or otherwise. If ▇▇▇▇▇’s Title Notice disapproves any of the Exceptions, then Seller shall have the right, but not the obligation, to indicate which matters, if any, identified in Buyer’s Title Notice will be satisfied or cured by the Closing Date by delivering written notice to Buyer (“Seller’s Title Notice”) within five (5) business days after Seller’s receipt of Buyer’s Title Notice. Seller’s failure to deliver Seller’s Title Notice shall be deemed to constitute Seller’s election not to satisfy or cure any of the matters set forth in Buyer’s Title Notice. Following Seller’s actual or deemed election not to cure or remove any title Exception, Buyer shall have five (5) business days after Seller’s actual or deemed election not to cure any title Exception to notify Seller of its waiver of any one or more of the title Exceptions, or Buyer may terminate this Agreement and receive the entire Deposit, plus any interest accrued thereon. If Buyer does not terminate this Agreement by the expiration of the later of such dates, then Buyer shall be deemed to have approved all such Exceptions, and Buyer shall have no right to terminate this Agreement except in the event of a current Seller default. Seller shall convey by Warranty Deed, in form reasonably satisfactory to Buyer, fee title to the Real Property, subject only to the Permitted Liens and the Exceptions approved or deemed approved by Buyer (the “Warranty Deed”). ▇▇▇▇▇’s title to the Property shall be insured by an ALTA extended coverage owner’s title commitment for policy of title insurance (the “Title CommitmentPolicy”) issued by the Escrow AgentTitle Company in the amount of the Purchase Price with premium for extended ALTA coverage paid by ▇▇▇▇▇. The costs for an ALTA extended coverage and endorsements shall be paid by ▇▇▇▇▇, together with true and complete copies the cost of all exceptions contained thereinany curative endorsements pursuant to Buyer’s Title Notice shall be paid by Seller. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt event of any supplement to or update of the Title Commitment Report, or if a survey discloses additional title exceptions (other than any resulting from Buyer’s activities on the Property), Buyer shall have an additional ten (10) day period following Buyer’s receipt of such supplement or update to approve or disapprove such item in its sole and Survey, Purchaser shall promptly review all such information absolute discretion. Any disapproval will be subject to the same notice/response provisions and shall, no later than thirty five (35) days after the Effective Date, furnish right to a copy refund of the Title Commitment and Survey to Seller, together with a statement Deposit as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (set forth in this Section 5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtainhave the right, at any time by the end of the second business day prior to expiration of the Contingency Period, to object in writing to any liens and encumbrances reflected by the Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the "NON-PERMITTED ENCUMBRANCES", if no such notice of objection is given by Purchaser during such time, then it shall be deemed that all matters reflected by the Survey and Title Commitment are "PERMITTED ENCUMBRANCES." Seller shall have the right, but not the obligation, at its sole cost cost, to cure or remove all Non-Permitted Encumbrances and expense, a current ALTA owner’s title commitment for title insurance give Purchaser written notice thereof before the end of the Contingency Period (the “Title Commitment”) issued if Seller fails to give such notice to Purchaser by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (day prior to the “Survey”). Upon the receipt end of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirementsContingency Period, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller to have notified Purchaser that all exceptions other than Permitted Exceptions it will be removed from the Title Commitment and not cure any such items except those hereinbelow described as being items that Seller will satisfy all requirements for the issuance of the title policy on must remove at or before by Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder); provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note that Seller at its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser sole cost shall be deemed obligated to have accepted such additional Permitted Exceptions, and cure or remove at or before Closing the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of following ("MANDATORY CURE ITEMS"): (A) all mortgages, deeds of trust, or other voluntary liens securing financial obligations that have been created, or knowingly assumed, by Seller or anyone acting on behalf of Seller and encumbrances(B) materialmen's liens or lien claims ("M&M LIEN CLAIMS") to the extent such M&M Lien Claims do not, in the aggregate exceed $250,000, whether or not Purchaser objects thereto during the period provided above for Purchaser making objections. If Seller does not timely cause all of the Non-Permitted Encumbrances to be removed or cured, and free timely written notice thereof to be given to Purchaser, then Purchaser, as its sole and clear exclusive remedy (other than its right to require removal of Mandatory Cure Items on or prior to Closing and hold Seller in default by reason of its failure to do so), shall have the right either (i) to terminate this Agreement in accordance with the Section 12(b) hereof by delivering notice to Seller before the end of the Contingency Period, or (ii) to elect to purchase the Property subject to the Non-Permitted Encumbrances without reduction of the Purchase Price, in which event all leases, security interests, restrictions, rightssuch uncured Non-of-way, easements, encroachments and Permitted Encumbrances (other matters, except than Mandatory Cure Items) shall become Permitted Encumbrances for the Permitted Exceptionspurposes hereof.

Title. A. No Purchaser hereby acknowledges receipt of copies of Seller's most recent title insurance commitment and/or policy covering the Property. Purchaser has applied for a title insurance commitment (the "Commitment") for an Owner's Policy of Title Insurance, issued by Commonwealth Land Title Insurance Company (National Title Service) (the "Title Company"), covering the Real Property, together with a copy of all exceptions set forth therein. Purchaser shall notify Seller not later than fifteen twenty (1520) days after the Effective DateDate in writing of any title exceptions identified in the Commitment which Purchaser disapproves. Any exception not disapproved in writing within such time period shall be deemed approved by Purchaser and shall constitute a "Permitted Exception" hereunder. Purchaser and Seller hereby agree that (i) all non-delinquent property taxes and assessments, (ii) the rights of the tenants under the Leases and Approved New Leases, and (iii) all matters created by or on behalf or Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing for the acquisition of the Property by Purchaser shall constitute "Permitted Exceptions" (subject to appropriate prorations for taxes and assessments as hereinabove provided). Without Seller's prior written consent, Purchaser shall obtainnot make any application to any governmental agency for any permit, at approval, license or other entitlement for the Property or the use or development thereof, other than a township or municipal officer's zoning certificate, for which Purchaser may apply, provided that (i) such application or certificate does not by its sole cost terms require an inspection of the Property and expense(ii) Purchaser does not receive prior notice from the zoning authority that a request for such certificate will cause an inspection of the Property. It is acknowledged that the matters on Exhibit D attached hereto are exceptions to title as shown on Seller's title policy. Seller shall have no obligation in connection with this Agreement to modify such matters, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey have no obligation to accept such matters unless Purchaser shall fail to object thereto in accordance with this Agreement. Not later than five (the “Survey”). Upon the 5) business days after receipt of the Title Commitment and Surveynotice of disapproval from Purchaser, Seller shall notify Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy in writing of the Title Commitment and Survey to Seller, together with a statement as to which any disapproved title exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfycause to be removed or insured against prior to or at Closing and, with respect to such exceptions, Purchaser then shall elect, by giving written notice to Seller within five three (53) days after notice from Purchaser noting the Permitted Exceptions and requirementsthereafter, Seller shall give notice (“Seller’s Notice”x) to Purchaser stating those other terminate this Agreement, or (y) to waive its disapproval of such exceptions, in which case such exceptions which must shall then be included as additional deemed to be Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfyExceptions. Failure by Seller Purchaser's failure to give Seller’s Notice such notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from to waive the Title Commitment and that Seller will satisfy all requirements for disapproval of any such exception. In the issuance of the title policy on or before Closing. Within five (5) days after receipt by event Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election elects to terminate this ContractAgreement in accordance with clause (x) above, in which event the Escrow Agent Deposit, plus all interest accrued thereon, shall be immediately forward the Deposit refunded to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then that Purchaser shall be deemed responsible for any title fees. Seller shall be obligated to have accepted such additional Permitted Exceptionscause to be discharged, and insured against or bonded over any monetary liens encumbering the parties will proceed Property prior to Closing. B. ; provided, however, Seller may only bond over or insure over liens in an amount less than or equal to $1 million (other than liens which are insured over by the title company pursuant to a pay-off letter from an institutional mortgage lender which shall not be subject to the $1 million limitation). Notwithstanding the provisions of subsection A foregoing, in the event such title encumbrance results from a matter willfully caused by Seller from and after the Effective Date, Seller shall take affirmative action to cure such title defect. The parties hereby acknowledge that there currently exists a mortgage encumbering the Property held by Seller. Seller and Purchaser shall, prior to the contraryend of the Feasibility Period, on the Closing Date, agree in writing as defined belowto whether Seller shall assign all of its right, title and interest in and to the Property Mortgage to Purchaser at Closing or whether Seller shall be good and marketable, free and clear cause the discharge of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsMortgage in order to effect Closing hereunder.

Title. A. No later than fifteen (15) days after During the Effective Datetime periods set forth below, Purchaser Buyer shall obtain, at its sole cost review and expense, a current ALTA owner’s approve title commitment for title insurance (to the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before ClosingReal Property. Within five (5) days after receipt from the effective date of this Agreement, at Seller's sole cost and expense, Seller shall deliver to Buyer: (i) the most recently issued preliminary title report issued on the Real Property issued by Purchaser Title Company, dated as of June 25, 2003, accompanied by legible copies of all documents referred to in the report (but only if the same are immediately available); (ii) to the extent the same are in Seller’s Notice's actual possession, copies of all existing and proposed easements, covenants, restrictions, agreements or other documents that affect the Real Property and Appurtenances and which are not disclosed by the preliminary title report, or, if no such documents exist, a certification of Seller to that effect; (iii) a copy of the most recent property tax ▇▇▇▇ for the property; and (iv) a chain of title report for the Real Property to the extent the same are in Seller's actual possession. Buyer shall advise the Seller within three (3) days of the effective date of this Agreement, what exceptions to title, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunderwill be accepted by Buyer; provided, however, that Seller hereby agrees to remove all monetary liens, encumbrances and judgments of any nature whatsoever encumbering title to the indemnity Real Property (except as provided in subsection 3A hereof Section 3(a) and (b)). As to all other matters, Buyer shall survive be required to specifically disapprove any such terminationtitle exceptions. Seller shall have five (5) days after receipt of Buyer's objections to give Buyer notice: (i) that Seller will remove any objectionable exceptions from title and provide Buyer with evidence satisfactory to Buyer of such removal, or provide Buyer with evidence satisfactory to Buyer that said exceptions will be removed on or before the Closing; or (ii) that Seller elects not to cause such exceptions to be removed. If Purchaser fails Seller gives Buyer notice under clause (ii), Buyer shall have two (2) additional days to note notify Seller that Buyer intends to proceed with the purchase and take the Real Property subject to such exceptions, or to terminate this Agreement. If Buyer shall fail to give Seller notice of its objection in writing to Seller’s expansion of the Permitted Exceptions election within the time permitted hereintwo (2) days, then Purchaser Buyer shall be deemed to have accepted such additional Permitted Exceptionselected to terminate this Agreement. If Seller shall give notice pursuant to clause (i), and the parties will proceed shall fail to Closing. B. Notwithstanding the provisions of subsection A remove any such objectionable exceptions from title prior to the contrary, on the Closing Date, as defined belowand Buyer is unwilling to take title subject thereto, title to the Property Seller shall be good in default hereunder and, without limiting Buyer's rights and marketableremedies against Seller, free Buyer may elect to terminate this Agreement and clear Seller shall be liable for all of all mortgagesBuyer's damages, liens including Buyer's costs and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsexpenses incurred hereunder.

Title. A. No later than fifteen Buyer, at its sole expense, within ten (1510) days after of the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for may order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”). Closing will be conditioned on the agreement of the Title Company to issue an Owner’s Title Insurance Policy, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; survey exceptions; the rights of parties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. Buyer shall be allowed ten (10) issued by days after receipt of said Title Commitment for examination and the Escrow Agent, together with true and complete copies making of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey any title objections thereto (the “SurveyTitle Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Upon the receipt of the Title Commitment and SurveyExcept as set forth below, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from any title exception disclosed by the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions ▇▇▇▇▇’s survey and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s not listed in such Notice of Objections shall be deemed an election by a “Permitted Title Exception” under this Agreement. If Seller that shall fail to cure (or commence to cure) or eliminate all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for Objections listed in the issuance Notice of the title policy on or before Closing. Within five Defect within ten (510) days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement. In the event that ▇▇▇▇▇▇ agrees to cure a Title Objection and commences such cure, but the same cannot be cured within the Title Cure Period, the Buyer may, by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance to Seller, preserve such Title Objection such that the cure of such additional Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions or requirements or terminate the Agreement by written notice to Seller delivered within three (ii3) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event business days following the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion end of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsTitle Cure Period, and the parties will failure to deliver such election notice shall constitute an election to proceed to Closing. B. Notwithstanding under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the provisions of subsection A Property and which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Property shall not in any event be good and marketablea Permitted Title Exception hereunder, free and clear but such claim shall be paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Buyer at Closing, and free the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the acts or omissions of Seller, and clear not those of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsTenant.

Title. A. No later than fifteen Buyer acknowledges and agrees that it has received from the Title Company: (15i) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA commitment by First American Title Insurance Company to issue an owner’s policy of title commitment for title insurance insurance, last revised April 24, 2007 (the “Title Commitment”) for the real property, issued by through the Escrow Agent, together with true and complete copies Title Company; (ii) a photocopy of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey documents (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review Documents”)describing all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which Schedule B title exceptions shown on the Commitment; and (iii) a pro forma owner’s policy of title insurance, issued April 24, 2007, by the Title Commitment are acceptable to Purchaser Company as agent for First American Title Insurance Company, in the form of Exhibit P (the “Pro Forma”). Buyer hereby approves the Pro Forma, and waives the right to object to any matters disclosed on the Pro Forma (“Permitted Exceptions”) ). Seller shall satisfy, without cost or expense to Buyer, the following requirements set forth in Schedule “B” - Section 1 of the 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 which Purchaser requires set forth in Schedule “B” - Section 1 of the Commitment: requirements 11. and 13. through 15. Buyer and Seller to satisfy. The parties 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 behalf of Buyer, including, without limitation, any documents or instruments to be recorded as part of any financing for the Leases are acquisition of the Property by Buyer, shall also constitute Permitted Exceptions. If Seller determines that it is not able shall discharge at or is unwilling prior to cause all exceptions other than the Permitted Exceptions Closing any mortgages or deeds of trust, and discharge or otherwise provide security to be removed from the Title Commitment or that there are requirements which Seller Company sufficient to remove from Buyer’s Owner’s Policy, as such term is unable or unwilling to satisfyhereinafter defined, then within five at Closing any other liens for liquidated amounts (5) days after notice from Purchaser noting collectively, “Non-Discretionary Defects”). Notwithstanding the Permitted Exceptions and requirementspreceding at the Closing, Seller shall give notice pay in full (“Seller’s Notice”or otherwise discharge) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions liens (other than Permitted Exceptions will be removed from liens for taxes and assessments not yet due and payable) that are recorded against the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingReal Property. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen Following the closing, Seller, at Seller’s expense, shall deliver to Purchaser an ALTA Owners Title Insurance Policy (15with Florida Modifications) days after in favor of Purchaser in the Effective Dateamount of the purchase price, which policy shall show Purchaser to be vested with fee simple title to the property, subject to the following (the Permitted Exceptions”): a. Ad valorem real estate taxes and special assessments for the year of closing and subsequent years, b. Restrictions, reservations, easements, covenants, agreements, limitations and other matters appearing of record in those matters which are common to the community where the property or any portion thereof is located, c. Any improvements Jeans assumed by Purchaser as set forth below, and d. Any matters which and accurate survey of the property might disclose If prior to closing, Seller learns that its title to the property is defective) I E matters which render title on marketable in accordance with the standards adopted by the Florida bar and are not permitted exceptions) and Seller chooses not to cure such defects prior to closing, Seller shall immediately notify Purchaser of the defect and offer Purchaser the following three options: (i) Purchaser may close and accept the title ”as-is”, without reduction in the purchase price and without claim against Seller therefore, (ii) Purchaser may substitute for the defective property another similar property offered specifically by Seller as a substitution for the property, or (iii) Purchaser may cancel this contract, in which event the escrow agent shall return the deposit to Purchaser, whereupon both parties shall be released from all further obligations under this contract. After receiving notice from Seller asked to the defect, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within have five (5) days after notice from with in which to notify Seller in writing as to which option Purchaser noting chooses. In no event shall Seller be obligated to bring suit or to extend any sums of money to buy out or settle any lien, encumbrance or claim against the Permitted Exceptions and requirements, Seller shall give notice (“property or to cure any other title defect. At Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, howeveroption, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion date of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingclosing maybe extended for purposes of eliminating any title defects. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice It shall be deemed an election a condition to Purchaser's obligation to close on any Property listed in the "Wholly Owned" portion of Exhibit A (which may be waived in whole or in part by Seller Purchaser), that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear insurable by Fidelity National Title Insurance Company (the "Title Company") at the regular rates in the amount of all mortgagesthe Purchase Price allocated to such Property, liens and encumbrancesinsuring that fee simple title thereto is vested in Purchaser subject only to the Permitted Exceptions (defined below), and free that Purchaser shall be able to obtain, at Purchaser's sole cost and clear expense, but at the filed rates or rates otherwise customarily charged therefor, usual and customary endorsements. It shall be a condition to Purchaser's obligation to close on any JV Interest listed in the "Joint Venture" portion of Exhibit A (which may be waived in whole or in part by Purchaser) that title to the Property owned by such Joint Venture shall be good and marketable, that fee simple title thereto is vested in the Joint Venture listed on Exhibit A subject only to the Permitted Exceptions, and that the Title Company shall agree to issue at the filed rates, or rates otherwise customarily charged therefor, a non-imputation endorsement to the existing title policy for such Property. (b) Purchaser shall obtain from the Title Company a title commitment (the "Commitment") with respect to each Property not later than March 24, 2003. Unless Purchaser shall object to any title exception (which is not a Permitted Exception) by a letter to Sellers with a copy to Sellers' counsel setting forth Purchaser's objections to the exceptions to title listed on Schedule B-II to a Commitment on or before March 24, 2003, Purchaser shall be deemed to have consented to all leasesexceptions to title on Schedule B-II to each Commitment. Seller shall convey and Purchaser shall accept title to each Property and JV Interest subject to (i) rights of tenants in possession as tenants only, security interestsas shown on the rent roll described in Section 6(a)(i)(F), restrictions(ii) applicable zoning and building ordinances and land use regulations, rights(iii) such state of facts as would be disclosed by a visual inspection of each Property, (iv) the Title Company's standard preprinted survey exception (subject to any objection to a survey by Purchaser pursuant to Section 5(c) below), (v) the lien of taxes not yet due and payable, subject to proration as provided above, (vi) any exceptions caused by Purchaser, its agents, representatives or employees, (vii) the mortgages listed in Exhibit A, (viii) easements, agreements and other restrictions of record as of the date hereof, provided the same do not adversely affect the use and operation of the Property as a multifamily apartment complex or the ability of Purchaser or the Joint Venture to finance the same, and (ix) any other exception to title as are listed in Schedule B-II to any Commitment (unless objected to by Purchaser as provided above) (the foregoing exceptions described in subsections (i) - (ix) being herein collectively called the "Permitted Exceptions"). (c) Purchaser may obtain surveys (each, a "Survey" and collectively, the "Surveys") for the Properties, and to the extent Purchaser has any objection to any items shown on a Survey which item was not shown on a survey previously delivered (in hard copy form) by Sellers to Purchaser, Purchaser shall deliver the same and a letter setting forth Purchaser's objections to Sellers. Unless Purchasers shall make any such objection on or before March 24, 2003, Purchaser shall be deemed to have consented to all items shown on the Surveys. Sellers shall convey and Purchaser shall accept title to each Property or JV Interest, as applicable, subject to all items shown on the Surveys, except those items objected to as provided in the preceding sentence. Notwithstanding the foregoing, Purchaser may not object to any item shown on a Survey if such item is a Permitted Exception unless the survey reflects that a building violates applicable zoning or land use regulations at the time the building was constructed, such as a set back requirement, and no variance or special exception permitting the same was obtained. (d) Any title or survey exceptions which are timely objected to by Purchaser shall be herein collectively called the "Unacceptable Encumbrances." Sellers may elect (but shall not be obligated) to cure, at their expense, any Unacceptable Encumbrances. Sellers shall notify Purchaser in writing within five (5) business days after receipt of Purchaser's notice of Unacceptable Encumbrances whether Sellers elect to cure the same. Sellers shall be deemed to have elected not to cure the applicable item if Sellers do not so notify Purchaser of such election within such five (5) business day period. If Sellers are unable, or elect not to cure any Unacceptable Encumbrances, Purchaser may elect, as its sole and exclusive remedy, either (i) to terminate this Agreement with respect to such Property or JV Interest by notice to Sellers (with Closing to occur on all other JV Interests and Properties), or (ii) to take such title as Sellers can convey without abatement of or credit against the Purchase Prices. Notwithstanding the foregoing, except as specified in subsections (e) - (f) below, each Seller agrees to (or with respect to JV Interests, Sellers will cause the Joint Venture to) satisfy mortgages (other than those listed in Exhibit A), real estate taxes, water and sewer charges, assessments, judgments against such Seller or the applicable Joint Venture or other liens (collectively, the "Liens") secured by or affecting its or the applicable Joint Venture's Property which can be satisfied by payment of liquidated sums in an aggregate amount not to exceed the Purchase Price allocated to such Property or JV Interest, or bond (with a bond and from a surety reasonably satisfactory to the Title Company) against the same, and shall deliver to Purchaser or the Title Company, at Closing, instruments in recordable form and sufficient to satisfy such Liens or other encumbrances of record, together with the cost of recording or filing said instruments, or a bond therefor. (e) Any franchise or corporate tax open, levied or imposed against any Seller or other owners in the chain of title that may be a Lien on the Closing Date, shall not be an objection to title if the Title Company omits same from the title policy issued pursuant to the Commitment or excepts same but insures Purchaser against collection thereof out of the Property. (f) If a search of title discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of any Seller, such Seller will deliver to Purchaser and the Title Company an affidavit stating that such judgments, bankruptcies or other returns are not against Seller, whereupon, provided the Title Company omits such returns as exceptions to title or provides affirmative coverage with respect thereto, such returns shall not be deemed an objection to title. (g) To the extent that any Properties or JV Interests are deleted pursuant to Section 5(d), Sellers shall reimburse Purchaser for its reasonable out-of-way, easements, encroachments pocket costs and other matters, except expenses (excluding legal fees and expenses) incurred in connection with its proposed acquisition of such Property or JV Interest up to a maximum of $25,000 for the Permitted Exceptionseach such Property or JV Interest.

Title. A. No later than fifteen Within three (153) days after the Effective Date, Seller shall furnish to Purchaser a title commitment (“Commitment”) showing Seller as the record title owner of the Property by the terms of which Title Company, as agent for Insurance Company, agrees to issue to Purchaser at Closing an owner’s policy of title insurance (“Title Policy”) in the amount of the Purchase Price on the standard form therefor promulgated by the Texas Department of Insurance insuring Purchaser’s fee simple title to the Property to be good and indefeasible subject to the terms of such policy and the Schedule B exceptions, together with legible copies of all documents and plats, if any, which will be shown as Schedule B exceptions on the Title Policy upon issuance. At Closing, the standard printed exceptions shall obtainbe modified, at its sole cost Purchaser’s option and expense, a current ALTA owner’s title commitment to the extent allowed as follows: (a) the exception relating to restrictive covenants shall be deleted, or shall specifically identify by volume and page any restrictive covenants affecting the Property, (b) the exception relating to boundaries, etc., shall be modified to read “shortages in area”, (c) the exception as to taxes shall be modified to refer to taxes for title insurance the year in which Closing occurs, and (d) the “Title Commitment”exception as to rights of parties in possession shall be deleted. On or before ten (10) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt days after delivery of the Title Commitment and the Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after provide Seller with written notice of any objection to the Effective Date, furnish a copy Schedule B exceptions or any condition of the Title Commitment and Survey to SellerProperty as revealed by the Survey. All objections raised by Purchaser in the manner herein provided are hereafter called “Objections.” Seller may, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is but shall not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobligated to, then cure any Objections within five (5) days after Seller’s receipt of Purchaser’s notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice of Objections (“Seller’s NoticeCure Period”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which ). In the event that Seller is unable or unwilling to satisfy. Failure by Seller complete the cure of any such Objection prior to give the expiration of Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within Cure Period, Purchaser may, within five (5) days after receipt by Purchaser following the earlier of Seller’s Noticenotice to Purchaser that it will not cure one or more of the Objections, if any, Purchaser shall give or the expiration of Seller’s Cure Period (“Purchaser’s Title Termination Period”): (a) terminate this Agreement in its entirety by giving Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contractnotice, in which event whereupon the Escrow Agent Title Company shall immediately forward refund the Deposit ▇▇▇▇▇▇▇ Money to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then thereafter Seller and Purchaser shall be deemed to have accepted released and relieved of further obligations, liabilities or claims hereunder; or (b) waive, in writing, any such additional Objections. Except as provided in the next sentence, the term “Permitted Exceptions, ” shall include and be limited to: (a) all Schedule B exceptions not objected to by Purchaser within the parties will proceed to Closingperiod herein provided; (b) the printed Schedule B exceptions modified in the manner herein provided; and (c) any Objections which are waived in the manner herein provided. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later As applicable, each Seller shall convey to Buyer by Deed (as defined in Section 11.01(a)) and Buyer shall accept the fee simple title to the Land and Improvements owned by such Seller 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 and marketable fee simple title to the Property, subject only to the Permitted Exceptions (as hereinafter defined). All references to Closing in this Section 1.02 shall mean, with respect to the Tarzana Property, the Second Tarzana Closing (as hereinafter defined); provided that Buyer shall be obligated to accept title to the Tarzana Property subject to, and Seller shall have no obligation to cure, any lien, claim or encumbrance against the Tarzana Property not shown on the Tarzana Pro-Forma and arising after Closing but prior to the Second Tarzana Closing, other than fifteen any lien, claim or encumbrance created by, through or under Seller, its Manager or their respective affiliates. Buyer acknowledges that it has received from ▇▇▇▇▇▇▇ Title Guaranty Company (15the "Title Insurer") days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, for each Property a current ALTA owner’s title commitment for pro-forma title insurance (the “Title Commitment”) issued by the Escrow Agent, together policy with true and complete legible copies of all instruments and plans mentioned therein as exceptions contained thereinto title (all of such items are hereinafter collectively referred to as the "Pro-Formas"). In additionThe Pro-Formas are attached hereto as Schedule Z. Buyer has approved those matters set forth on Schedule B of the Pro-Formas (all such matters disclosed in Schedule B of the Pro-Formas and any matters which, Purchaser shall orderwith the consent of Buyer, the Title Insurer has agreed to insure over in the Pro-Formas, being collectively referred to herein with respect to each applicable Property as the "Permitted Exceptions"). Seller covenants and agrees to satisfy the title insurance requirements set forth in Schedule CC attached hereto at its sole cost and expense, an ALTA Survey or prior to Closing (the “Survey”"Title Requirements"). Upon Accordingly, provided Seller satisfies the Title Requirements at or before Closing, Buyer has no right to object to any title exceptions or terminate this Agreement pursuant to this Section 1.02 with respect to all or any Properties, except as expressly set forth in the following grammatical sentence and paragraph. Subject to the provisions of the following grammatical paragraph, it shall be a condition to Buyer's obligation to close the transaction that the Title Insurer, subject to receipt of the Title Commitment and Surveypremium therefor, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after issue owner's title insurance policies in the Effective Date, furnish a copy form of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingPro-Formas. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after Seller agrees to convey to TCF or to one or more assignees or designees selected in writing by TCF prior to Closing, good and marketable fee simple title to the Effective DateReal Property at the Closing by special warranty deed, Purchaser subject only to those matters set forth above in Paragraph 3 (b). The Seller acknowledges and agrees that at Closing portions of the Property may be conveyed direct from Seller to one more assignees or designees selected in writing in advance by TCF. (b) TCF and the Permitted Assignees shall have the right to obtain, at its their sole cost and expense, a current ALTA commitment for an owner’s title commitment for policy or policies of title insurance issued by a title company of TCF’s choosing (the “Title Company”) having an insured amount equal to the Purchase Price (the “Title Commitment”). TCF and the Permitted Assignees will have from the date of this Agreement until November 1, 2004 (as the same may be extended pursuant to paragraph 6 below, the “Inspection Period”) issued by to examine the Escrow Agenttitle to the Real Property and furnish to Seller, together with true via TCF, written notice of any objections to Seller’s title to the Real Property. Notwithstanding the foregoing, TCF agrees, without prejudicing its rights to raise objections until the expiration of the Inspection Period, that TCF will use reasonable efforts to advise the Seller of defects when TCF determines a defect exists. Upon full execution of this Agreement, Seller will make available to TCF, its contractors, agents and complete representatives copies of all documents, agreements, title commitments, reports and policies, environmental assessments and reports, maps and surveys, and any other documentation or information in Seller’s possession that relate to the Real Property. TCF shall also have the right to object to any title exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (created or suffered between the “Survey”). Upon the receipt date of the Title Commitment and Survey, Purchaser the date of the Closing. Any title objections raised by TCF shall promptly review all such information and shall, no later than thirty five (35) days after be provided on or before the Effective Date, furnish expiration of the Inspection Period by written notice to Seller accompanied with a copy of that portion of the Title Commitment and Survey all supplemental title documents evidencing and describing the nature of the title objection. Seller will have the right, but not the obligation, to cure or remove at or prior to the Closing all objections to Seller, together with a statement ’s title to the Real Property. In the event that TCF fails to give notice to Seller on or before the expiration of the Inspection Period of TCF’s objection to any exception to Seller’s title to the Real Property as to which exceptions shown on revealed in the Title Commitment are acceptable Commitment, then such exception will be deemed to Purchaser be a “Permitted Encumbrance”. In the event that TCF gives such notice of objection to any such exception and Seller fails or elects not to cure or remove such exception at or prior to the Closing, TCF, at its sole option, may elect either of the following: (i) waive the objection and proceed to Closing; or (ii) subject to the conditions set forth in Section 5(d) below, delete the portion of the Real Property subject to any such uncured or unremoved exception from the Real Property conveyed by Seller at Closing, and the Purchase Price will be reduced by an amount equal to the product of the number of acres contained within such deleted portion multiplied by the per acre value allocated to the parcel of Real Property from which the deleted portion of the Real Property is derived, as set forth in the Schedule attached hereto as Exhibit A. (c) So long as this contract remains in force, Seller will not enter into any new lease, modify or renew any existing lease or encumber or convey all or part of the Real Property or any interest therein (including timber rights), or enter into any agreement granting to any person any right with respect to the Real Property or any portion thereof, without the prior written consent of TCF. (d) The parties acknowledge that the deletion by TCF from the transaction of any real property pursuant to Paragraphs 5(b) or 7 hereof (the “Permitted ExceptionsExcluded Acres”) may require a subdivision of such Excluded Acres from certain other tracts TCF intends to acquire at Closing. Seller shall retain at Closing such Excluded Acres and the least amount of acreage contiguous with such Excluded Acres as is necessary to create a legal parcel for which no subdivision is required (the “Additional Acres”) and subject to the requirements which Purchaser requires Seller to satisfy. The parties agree that provisions of Paragraph 5(d), the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions Purchase Price will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy reduced on or before Closing. Within five (5) days after receipt by Purchaser account of Seller’s Notice, if any, Purchaser shall give Seller written notice retention of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations Additional Acres by an amount equal to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion product of the Permitted Exceptions number of acres contained within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and Additional Acres multiplied by the parties will proceed to Closingquotient of the Purchase Price divided by the acreage contained in the Real Property as determined in accordance with Paragraph 4 above. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days after the Effective Date, 6.1 Purchaser shall obtain, at its sole cost and expense, promptly secure a current ALTA owner’s title commitment for title insurance for the Property in an amount equal to the Purchase Price (the “"Title Commitment”,") issued by Chicago Title Insurance Company ("Title Insurer") for an owner's title insurance policy on the Escrow Agentmost recent standard American Land Title Association ("ALTA") Policy form, together with true and complete legible copies of all instruments identified as exceptions contained thereintherein and shall cause a copy thereof to be delivered to Seller during the Feasibility Period. In addition, Purchaser agrees that it shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt be solely responsible for payment of all costs relating to procurement of the Title Commitment and Surveyany 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 shall promptly review agrees to accept the deed and title subject thereto: 6.2.1 Unless Purchaser objects to same during the Feasibility Period, all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of exceptions shown in the Title Commitment (other than mechanics' liens and Survey taxes due and payable in respect of the period preceding Closing) and all exceptions noted in Exhibit 6.2.1 attached hereto; and 6.2.2 Such exceptions and matters as approved by Purchaser and as the Title Company shall be willing to omit as exceptions to coverage; and 6.2.3 All Commercial Leases and any 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, together with a statement as to which exceptions shown on are approved by Purchaser during the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) Feasibility Period; and 6.2.5 Real estate and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements property taxes for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, calendar year in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations closing occurs to the other hereunderextent not due and payable; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.and

Title. A. No later than fifteen Buyer, at its sole expense, within three (153) business days after of the Effective Date, Purchaser shall obtain, at its sole cost and expense, order a current ALTA owner’s title commitment for title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”) issued by ). Closing will be conditioned on the Escrow Agentagreement of the Title Company to issue an Owner’s Title Insurance Policy, together with true dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and complete copies assessments; survey exceptions; the rights of all exceptions contained thereinparties in possession pursuant to the Lease; the Permitted Exceptions, as defined herein. In addition, Purchaser shall orderBuyer shall, at its sole cost and expense, order and obtain an ALTA Survey updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) days after receipt of said Title Commitment for examination and the making of any title objections thereto (the “SurveyTitle Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Upon the receipt of the Title Commitment and SurveyExcept as set forth below, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from any title exception disclosed by the Title Commitment or that there are requirements which Buyer’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller is unable shall fail to cure (or unwilling commence to satisfycure) or eliminate all the Title Objections listed in the Notice of Defect within fifteen (15) business days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement. In the event that Seller agrees to cure a Title Objection and commences such cure, but the same cannot be cured within five (5) days after the Title Cure Period, the Buyer may, by written notice from Purchaser noting to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions and requirements, or terminate the Agreement by written notice to Seller shall give notice delivered within three (“Seller’s Notice”3) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from business days following the end of the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsCure Period, and the parties will failure to deliver such election notice shall constitute an election to proceed to Closing. B. Notwithstanding under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the provisions of subsection A Property and which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Property shall not in any event be good and marketablea Permitted Title Exception hereunder, free and clear but such claim shall be paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Buyer at Closing, and free the proceeds of sale payable to Seller shall be reduced accordingly. At any time after the Effective Date of this Agreement and clear prior to Closing, Buyer shall have the right to notify Seller of all leasesany additional title exception which first appears of record after the effective date of the Title Commitment, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except or otherwise becomes known to Buyer. Buyer shall be allowed three (3) business days after notice of such additional title exception for the Permitted Exceptions.examination

Title. A. No later than Within fifteen (15) days after following the Effective date of the execution of this Agreement, ("Title Delivery Date"), Purchaser shall obtainSeller shall, at its sole cost and expense, a current ALTA owner’s title commitment for cause to be delivered to Purchaser's counsel, John L. Shiekman, Esquire, ▇▇ ▇▇▇ ▇▇▇ ▇▇▇m of Ruden, McClosky, Smith, ▇▇▇▇ster & Russell, P.A., ▇ ▇▇▇▇ of ▇▇▇▇▇▇'s existing title insurance policy, if available, covering the Subject Property and a complete abstract of title covering the Subject Property brought current to the date hereof ("Abstract") (Seller's existing title insurance policy and the “Abstract being hereinafter collectively referred to as the "Seller's Title Commitment”Evidence"). Seller represents and Seller's Title Evidence will show Seller's title to the Subject Property to be good, marketable and insurable (and will show that the Subject Property has direct ingress and egress from a paved publicly dedicated right-of-way). On or prior to the Title Delivery Date, Seller shall pay for and deliver to the Purchaser an up-to-date survey of the Land ("Survey") issued prepared and signed under seal by a surveyor licensed by the Escrow AgentState of Florida in accordance with the Minimum Technical Standards set forth in rules adopted by the Florida Board of Land Surveyors pursuant to Florida Statutes 472.027 dated not more than thirty (30) days prior to the Title Delivery Date. Said Survey shall show the number of net acres contained in the Land, together with true and complete copies of all exceptions contained thereina legal description thereof. In addition, Purchaser such Survey shall order, at its sole cost and expense, an ALTA Survey overlay all easements (the “Survey”temporary or permanent). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments way and other mattersmatters affecting title to the Land as of the date of execution of this Agreement. If the Survey reveals any encroachments upon the Land or that any improvements on the Land encroach onto adjacent property, except said encroachments shall be treated as a title defect hereunder. Purchaser shall have twenty (20) business days from receipt of the last of the Seller's Title Evidence in which to examine same ("Initial Title Review Period"). In the event that Purchaser is not satisfied with the status of title with respect to the Land for any reason (including an objection as to any of the Permitted ExceptionsEncumbrances), Purchaser shall have the right to terminate this Agreement upon delivery of written notice to Seller prior to the end of the Initial Title Review Period, whereupon the parties shall be released of all further obligations each to the other under this Agreement. Additionally, if Purchaser does not elect to terminate this Agreement as provided in the preceding sentence and if title is found to be subject to any matters other than the Permitted Encumbrances, Purchaser shall within said Initial Title Review Period, notify Seller in writing specifying the defects. Seller shall have sixty (60) days from receipt of such notice to cure the defect and if after said sixty (60)-day period Seller shall not have cured such defect after a diligent and good faith effort to do so, then the provisions of Paragraph 16.2 shall be applicable.

Title. A. No later than fifteen Buyer, at its sole expense, within three (153) business days after of the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for order an updated title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”) issued by ). Closing will be conditioned on the Escrow Agentagreement of the Title Company to issue an Owner’s Title Insurance Policy, together with true dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: current real property taxes and complete copies assessments; survey exceptions; the rights of all exceptions contained thereinparties in possession pursuant to the Lease; and the Permitted Exceptions, as defined herein. In addition, Purchaser shall orderBuyer shall, at its sole cost and expense, order and obtain an ALTA Survey updated survey of the Property. Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such updated survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed until the expiration of the Review Period for examination and the making of any title objections thereto (the “SurveyTitle Objections”), said Title Objections to be made in writing or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Upon the receipt of the Title Commitment and SurveyExcept as set forth below, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from any title exception disclosed by the Title Commitment or that there are requirements which Buyer’s survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller is unable shall fail to cure (or unwilling commence to satisfycure) or eliminate all the Title Objections listed in the Notice of Defect within ten (10) business days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement. In the event that Seller agrees to cure a Title Objection and commences such cure, but the same cannot be cured within five (5) days after the Title Cure Period, the Buyer may, by written notice from Purchaser noting to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions and requirements, or terminate the Agreement by written notice to Seller shall give notice delivered within three (“Seller’s Notice”3) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from business days following the end of the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsCure Period, and the parties will failure to deliver such election notice shall constitute an election to proceed to Closing. B. Notwithstanding under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the provisions of subsection A Property and which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Property shall not in any event be good and marketablea Permitted Title Exception hereunder, free and clear but such claim shall be paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Buyer at Closing, and free the proceeds of sale payable to Seller shall be reduced accordingly; provided that such claim must have arisen directly from the acts or omissions of Seller, and clear not those of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsTenant.

Title. A. No later than fifteen On or before two (152) business days after the Effective Date, Purchaser Contributor shall obtaindeliver to the Company true, complete and correct copies of all deeds, title reports, title insurance policies and surveys for each Property. During the Inspection Period the Company may order a title insurance commitment for each Property (the “Title Commitment”) from Fidelity National Title Insurance Company (the “Title Company”). Not later than five (5) business days prior to the expiration of the Inspection Period, the Company may object to Contributor in writing to any liens, encumbrances, and other matters reflected on the existing title policies, the Title Commitments or the surveys (“Notice of Objection”). All such matters which the Company objects to in the Notice of Objection shall be “Non-Permitted Exceptions”. If no Notice of Objection is given by Contributor, except as otherwise provided herein, all matters reflected on the existing title policies, the Title Commitments, or the surveys shall be “Permitted Exceptions”. If the Company receives notice of additional liens, encumbrances or other matters not reflected in the existing title policies, the initial Title Commitments or surveys or otherwise becomes aware of such matters subsequent to the time for making the Notice of Objection, the Company may notify Contributor of additional Non-Permitted Exceptions (“Notice of Additional Objection”). Except for Contributor’s obligations to cure as described in Section 5.2, Contributor may, but shall not be obligated to, at its sole cost and expense, a current ALTA ownercure or remove all Non-Permitted Exceptions within three (3) business days after Contributor’s title commitment for title insurance receipt of the Company’s Notice of Objection or Notice of Additional Objection (such three (3) business day period being referred to herein as the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “SurveyCure Period”). Upon In the receipt event Contributor will not cure some or all of the Title Commitment and SurveyNon-Permitted Exceptions or if cure will take longer than the Cure Period, Purchaser Contributor shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy provide Company with notice of the Title Commitment and Survey same. In the event cure of a Non-Permitted Exception will take longer than the Cure Period, the Parties may agree to Seller, together with a statement as to which exceptions shown on extend the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted ExceptionsClosing Date. If Seller determines that it is Contributor does not able or is unwilling to cause all exceptions other than of the Non-Permitted Exceptions to be removed or cured and provide written notice regarding the same within the Cure Period, then (a) the Company may terminate this Agreement and recover the ▇▇▇▇▇▇▇ Money from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure Company by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller providing written notice of termination to Contributor on or prior to the second (i2nd ) Purchaser’s acceptance business day following the expiration of such additional Permitted Exceptions or requirements the Cure Period, and neither the Company nor Contributor shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement, or (iib) Purchaser’s objection to such additional Permitted Exceptions and its election by failing to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit Agreement by written notice delivered to Purchaser, and neither party shall have any further liability Contributor on or obligations prior to the other hereunder; provided, howeversecond (2nd ) business day following the expiration of the Cure Period, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser Company shall be deemed to have accepted waived all of the Company’s uncured objections and such additional Non-Permitted Exceptions shall thereafter be Permitted Exceptions. Notwithstanding the foregoing, in the event Contributor receives a Notice of Additional Objection, the Closing Date shall be automatically extended to allow for Contributor’s Cure Period and the parties will proceed to Closingexercise by the Company of its termination option as described in clause (a) hereinabove. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15) days after The Seller covenants that at settlement and closing, it will be the Effective Datefee simple owner of the Property subject to all instruments forming the chain of title to the Property that it will have full legal, Purchaser beneficial, and equitable ownership of the Property and that it will have the right and power to convey the Property. The Property is to be sold and conveyed free of liens, and title is to be good of record, merchantable and insurable. Title shall obtain, at its sole cost and expense, be fully insurable under a current ALTA full coverage advantage owner’s title commitment for policy issued by a recognized title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies company of all exceptions contained therein. In addition, Purchaser shall orderPurchaser’s choice, at its sole cost standard rates and expensewithout requirement or exception subject, an ALTA Survey (the “Survey”). Upon the receipt however, to all standard pre-printed exceptions and to any easements, covenants, rights of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy way or declaration of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser covenants of record that exist (the “Permitted Exceptions”). Prior to the expiration of the Feasibility Study Period, Purchaser may order (a) a title commitment (the “Title Commitment”)or other evidence of title to the Lots acceptable to Purchaser in the amount of the Purchase Price, from a reputable title insurance company (the “Title Company”), and (b) a physical survey acceptable to the requirements Title Company and Purchaser. Purchaser reserves the right to approve or disapprove any and all exceptions to title and/or matters of survey (the “Title Exceptions”), including without limitation, and whether or not of record, liens, encumbrances, easements, restrictions, reservations, rights, ingress from and egress to public thoroughfares, encroachments and claims, and commencement of condemnation proceedings. On or before the expiration of the Feasibility Study Period Purchaser shall give Seller notice (the “Purchaser’s Notice”) of any Title Exceptions which are not satisfactory to Purchaser. As to any Title Exceptions, Seller will advise Purchaser requires Seller within ten (10) days of receipt of Purchaser’s Notice as to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that which of said Title Exceptions it is not able or is unwilling willing to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice cure (“Seller’s Notice”). In the event Seller is unwilling or unable to cure any Title Exceptions, Purchaser may: (a) cancel this Agreement in which event it shall be null and void and Escrow Agent, shall return to Purchaser stating those other exceptions which must the Deposit, and the parties hereto shall have no further rights and obligations under this Agreement, or (b) waive any item or items. Purchaser shall perfect its election by providing notice to Seller; provided, however, that such election shall be included as additional Permitted without prejudice to Purchaser’s right to cancel this Agreement and receive the Deposit should the Seller unreasonably delay in removing or be unable to cure any Title Exceptions and those requirements which Seller is unable or unwilling it has agreed to satisfycure. Failure by Seller to give provide notice pursuant to (a) or (b) above within three business days from receipt of Seller’s Notice shall be deemed an election by to waive a Title Exception. Seller that all exceptions agrees not to encumber the title to or permit the encumbrance of title to the Property after the Date of Execution of this Agreement unless required to satisfy a precondition of settlement. Seller agrees to sign such customary affidavits, indemnities or other than Permitted Exceptions will be removed from documents as reasonably necessary for the Title Commitment Company to delete the standard preprinted exceptions from Purchaser’s title policy. Notwithstanding anything to the contrary above, any deeds of trust, judgments, unpaid state or federal taxes, inheritance taxes, unpaid real estate taxes, or any other liens against the Property that can be cured by the payment of money shall be first paid and that Seller will satisfy all requirements for released of record by the issuance settlement agent or attorney at settlement (if not sooner paid and released of record by Seller), utilizing the title policy on or before Closing. Within five (5) days after receipt proceeds paid by Purchaser at settlement. The state of Seller’s Noticetitle at date of settlement and closing shall be the same as is disclosed by the Title Examination, if anyexcept as may be required to satisfy a precondition of settlement and further except for those matters and approved by Purchaser, or Seller shall be in default and Purchaser may exercise its remedies pursuant to this paragraph or Paragraph 8.02 hereof. In the event this Agreement is terminated by Purchaser for reasons set forth within this paragraph, Escrow Agent, shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward promptly return the Deposit to the Purchaser, and after which neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsindemnification of obligations set forth in Paragraph 4.01.

Title. A. No later than fifteen (15) days after the Effective DateIf PURCHASER so chooses, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty within thirty-five (35) days after the Effective Date, furnish PURCHASER may, at PURCHASER’s expense, obtain an Owner’s Commitment for Title Insurance (“Title Commitment”) issued by a copy title company acceptable to PURCHASER (the “Title Company”), setting forth the status of title to the Land. The encumbrances appearing in the Title Commitment or the Survey that either are not objected to by PURCHASER or, if objected to, are not cured and Survey that are subsequently waived in accordance with this Paragraph 5 are collectively referred to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”. B. PURCHASER may deliver to SELLERS written objections (“Objections”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from any matters reflected on the Title Commitment and/or the Survey at any time prior to the expiration of the Feasibility Period. At Closing, SELLERS will provide releases for any liens in Sellers names affecting the Land. If PURCHASER provides timely Objections, SELLERS may, without obligation to spend money or bring suit, cure the Objections. In the event that there SELLERS are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy cure any Objections on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Noticethe Closing Date, if anythen PURCHASER may, Purchaser shall give Seller written notice of at its option, either: (i) Purchaser’s acceptance terminate this Agreement and the parties shall have no further rights or obligations under this Agreement as to that portion of such additional Permitted Exceptions or requirements the subject property, or (ii) Purchaser’s objection waive such Objections and proceed to Closing. The parties may by mutual consent delete the portion of the Property subject to such additional Permitted Exceptions Objections from the real property to be conveyed by SELLERS to PURCHASER at Closing, and its election reduce the Purchase Price by an amount equal to the product of the number of acres contained within such deleted portion multiplied by $2,244.32. If the parties do not agree by mutual consent to delete the portion of the Property subject to such Objections as provided herein and PURCHASER does not terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted hereinAgreement as allowed by (i) above, then Purchaser shall PURCHASER will be deemed to have accepted such additional Permitted Exceptionswaived its right to terminate this Agreement pursuant to this Paragraph 6.B., and the parties will proceed to Closing. B. Notwithstanding the provisions have waived any Objections that remain uncured as of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) Within two (2) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser Seller shall order, at its sole cost and Seller’s expense, a title insurance commitment (“Commitment”) for a title insurance policy on each Property, issued by an ALTA Survey agent for a nationally recognized title insurance company (the “SurveyTitle Company”). Upon The Commitment shall also include legible copies of all documents referred to on the receipt Commitment as affecting each Property. The Commitment shall agree to issue to Buyer a title insurance policy (ALTA Form with Florida revisions), in the amount of the Title Commitment Purchase Price allocated to each Property, insuring Buyer’s title to such Property to be conveyed hereunder, subject only to those exceptions accepted by Buyer expressly referenced herein or provided for herein. If Buyer does not terminate the Contract during the Inspection Period, Buyer agrees to take title to each Property subject to: (i) comprehensive land use plans, zoning, restrictions, prohibitions, and Surveyother requirements imposed by governmental authorities; (ii) restrictions and matters appearing on the plat (if any) or otherwise common to the subdivision (if one); (iii) outstanding oil, Purchaser shall promptly review all such information gas and shall, no later than thirty five mineral rights of record without the right of entry; (35iv) days after unplatted public utility easements of record; (v) real property taxes on the Effective Date, furnish a copy Portfolio not yet due and payable; and (vi) the restrictions and matters appearing of record in the Public Records of the Title Commitment and Survey County which Seller does not agree, during the Inspection Period, to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser have removed (the “Permitted Exceptions”). References to the foregoing documents (but not the plat) are referenced in Exhibit D attached hereto and by reference made a part hereof. Other title exceptions may also be shown on the requirements which Purchaser requires title insurance commitment, as the documents referenced in Exhibit D are not necessarily all of the exceptions to Seller’s title. Seller shall take such actions as are necessary so that prior to satisfy. The Closing, the exceptions for rights of parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from owner in possession, unrecorded easements, mechanics, materialmen’s and laborers’ liens, and any other monetary encumbrance not caused by Buyer are deleted by the Title Company. (b) If the Commitment contains exceptions, restrictions or easements other than those set forth herein that there are requirements which Seller not acceptable to Buyer or if the Commitment is unable or unwilling otherwise not acceptable to satisfyBuyer, then within five (5) days after notice from Purchaser noting Buyer may terminate the Permitted Exceptions Contract during the Inspection Period, and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice in such event this Contract shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment null and that Seller will satisfy all requirements void (except for the issuance those provisions which expressly survive termination of the title policy on or before Closing. Within five (5Contract) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall return to Buyer the Deposit, if any. (c) Buyer shall have [****] from the date of receipt of the Commitment for each Property to examine the same. If Buyer determines from the Commitment that the title to a Property is subject to any exceptions not set forth in this Contract or that any of the exceptions on the Commitment are otherwise not acceptable to Buyer, then, Buyer may either immediately forward terminate the Deposit Contract as set forth above or may, within the [****] review period, notify Seller to Purchaserremove certain exceptions not set forth in this Contract, and neither party Seller shall have [****] to elect whether or not to remove such exceptions and to provide Buyer proof of the removal, if Seller elects to cure or remove same. Seller may elect not to cure any further liability or obligations all of the matters to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such terminationwhich Buyer takes exception. If Purchaser fails Seller is unwilling or unsuccessful in removing the exceptions that it has elected to note its objection in writing to Seller’s expansion cure or remove within that time, Buyer shall have the option of (1) accepting the title as it then is; or (2) demanding a return of the Permitted Exceptions Deposit, thereby terminating this Contract. If Seller is successful in removing the title exceptions it has chosen to cure within the permitted time period, then the closing of this Contract shall take place on the date specified in this Contract for closing. Seller agrees that, if Seller agrees to attempt to remove the exceptions, Seller will use diligent effort to correct the exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closinglimit provided. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen ten (1510) days after following the Effective Datedate hereof, Purchaser Seller shall obtaindeliver the Title Commitment to Purchaser, at its Seller's sole cost and expense. If the Title Commitment discloses exceptions to title other than the Permitted Title Exceptions ("Unpermitted Title Exceptions") and such Unpermitted Title Exceptions are not acceptable to Purchaser, a current ALTA owner’s title commitment for title insurance then, within five (the “Title Commitment”5) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the days from Purchaser's receipt of the Title Commitment and SurveyCommitment, Purchaser must so notify Seller. If Purchaser fails to so notify Seller within said five (5) day period, the Unpermitted Title Exceptions will be conclusively deemed to be approved by Purchaser. If, within said five (5) day period, Purchaser shall promptly review notify Seller that all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy or certain of the Unpermitted Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment Exceptions are not acceptable to Purchaser (which notification must specify which Unpermitted Title Exceptions are so unacceptable), Seller shall have ten (10) days from the “Permitted Exceptions”) and the requirements which Purchaser requires Seller date of Purchaser's notice to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all have such exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which cause the Title Insurer to insure Purchaser against same and provide evidence thereof to Purchaser, and if Seller is unable fails to have such exceptions removed, or unwilling to satisfyinsured over, then Purchaser may elect, within five ten (510) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser expiration of Seller’s Notice, if any, Purchaser shall give Seller written notice of 's ten (10) day cure period to (i) terminate this Agreement without liability on the part of any party thereafter (in which event the Deposit shall be promptly returned to Purchaser’s acceptance of such additional Permitted Exceptions or requirements ), or (ii) Purchaser’s objection accept title subject to such additional Permitted Unpermitted Title Exceptions and its without any diminution of the Purchase Price. Purchaser's failure to make any election within said ten (10) day period shall be conclusively deemed to terminate this Contract, in which event mean that Purchaser has elected the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity option contained in subsection 3A hereof shall survive such termination(i) of this Section 4.2. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on On the Closing Date, at the expense of Seller as defined belowset forth in Section 4.3(c) hereof, Seller shall cause the Title Insurer to issue an owner's title insurance policy or prepaid commitment therefor pursuant to and in accordance with the Title Commitment insuring fee simple title to the Real Property in Purchaser or its designee as of the Closing Date, subject only to the Permitted Title Exceptions and such other exceptions as Purchaser may approve. If Seller is unable to cause the Title Insurer to issue any of the Endorsements and Purchaser refuses to waive the requirement therefor, then this Agreement shall be good become null and marketable, free void and clear of all mortgages, liens and encumbrancesno further force or effect, and free and clear the Deposit will be returned to Purchaser. Additionally, Seller will have no obligation to obtain any of all leases, security interests, restrictions, rights-of-way, easements, encroachments and the Endorsements if the Title Insurer charges other matters, except than standard rates for the Permitted Exceptionscoverage or if the Title Insurer requires security or an indemnity from Seller in order to issue any of the Endorsements If Purchaser shall make objection to the Survey (as described in Section 4.1) or the Title Commitment (as described in this Section 4.2) and the Closing Date was to occur prior to the time each party was able to exercise its rights under Section 4.1 or Section 4.2, as applicable, then the Closing Date will be extended to a date which is three (3) business days subsequent to the latest date for notice, objection and remedy permitted by either Section 4.1 or 4.2, as applicable.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, obtain a current ALTA owner’s title 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 title policy to be issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of 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 Surveysecuring 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 shall promptly review all such information and shall, agrees to notify Seller in writing (the "Title Objection Notice") of any objections to exceptions appearing in the Title Commitment no later than thirty five ten (3510) days after prior to the Effective Date, furnish a copy expiration of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before ClosingFeasibility Period. Within five (5) days after receipt by Purchaser of Seller’s following the Title Objection Notice, if anySeller shall notify Purchaser either that it will eliminate some or all exceptions to which Purchaser has objected prior to the Closing Date or stating that it will not eliminate any such exceptions. If Seller does not respond in such five (5) day period, Seller shall be deemed to 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 return of the Deposit. If Purchaser does not so terminate this Agreement, all exceptions shown on the Title Commitment other than those that Seller has affirmatively agreed to remove shall be deemed "Permitted Exceptions". (c) In the 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 give Seller written notice have a period of five (i5) Purchaser’s acceptance days following receipt of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection update to deliver to Seller a Title Objection Notice with respect to such additional Permitted Exceptions and its election update. Within five (5) days following such Title Objection Notice, Seller shall notify Purchaser either that it will eliminate some or all of the new exceptions to which Purchaser has objected prior to the Closing Date or stating that it will not eliminate any such exceptions. If Seller does not respond in such five (5) day period, Seller shall be deemed to 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 Contract, Agreement in which event its sole discretion on or before the Escrow Agent shall immediately forward the Deposit date that is five (5) days after Seller's response to Purchaser's Title Objection Notice (or if Seller does not respond, the date that is ten (10) days after delivery of Purchaser's Title Objection Notice), and neither party shall have receive a return of the Deposit. If Purchaser does not so terminate this Agreement, all exceptions shown on any further liability or obligations update to the Title Commitment other hereunderthan those that Seller has 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 extent the Title Company has agreed to issue such endorsements to Purchaser prior to the expiration of the Feasibility Period; provided, however, that obtaining any endorsements or extended coverage (including without limitation limiting the indemnity standard exception for "any discrepancies, conflicts or shortages in subsection 3A hereof area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements" to "shortages in area" only) shall survive such termination. If Purchaser fails not be a condition precedent to note its objection in writing Purchaser's obligation to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingclose. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen Seller, at its sole expense, within three (153) business days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for order an updated title insurance commitment, along with all underlying documents, which shall include without limitation any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (such commitment and underlying documents are collectively referred to herein as the “Title Commitment”) issued by the Escrow Agent), together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the which Title Commitment and Survey, Purchaser shall promptly review all such information and shall, be delivered to Buyer no later than thirty five ten (3510) business days after the Effective Date. Closing will be conditioned on the issuance by the Title Company of an Owner’s Title Insurance Policy, furnish a copy dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments which as of the Closing Date are not yet due and payable; survey exceptions; the rights of parties in possession pursuant to the Lease; and the Permitted Exceptions (as defined herein) (the “Title Policy”). Buyer shall, at its sole expense, order and obtain an updated survey of the Property (the “Updated Survey”). Buyer hereby acknowledges that if Buyer desires to remove the survey exception from the Title Commitment, it shall be Buyer’s responsibility to obtain such Updated Survey. Seller shall have no obligation to execute any “no change” or equivalent affidavit with respect to the existing survey of the real property, nor shall Seller have any obligation to make any representations or warranties regarding such survey or any measurements or depictions thereon. Buyer shall be allowed ten (10) business days after receipt of said Title Commitment and the Updated Survey to Seller, together with a statement as to which exceptions shown on for examination and the Title Commitment are acceptable to Purchaser making of any title objections thereto (the “Permitted ExceptionsTitle Objections”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions ), said Title Objections to be removed from made in writing to Seller or deemed waived (such written notice of Buyer’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Except as set forth below, any title exception disclosed by the Title Commitment or Buyer’s Updated Survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. Within ten (10) business days after Seller’s receipt of the Notice of Objections (the “Title Cure Period”) Seller shall notify Buyer in writing of any Title Objection that there are requirements Seller has cured or agreed to cure or eliminate (the “Seller Cure Notice”). If Seller shall fail to cure or agree to cure or eliminate any of the Title Objections listed in the Notice of Objections, then, subject to the provisions of the following paragraph, Buyer may elect, by written notice delivered to Seller no later than three (3) business days after Buyer’s receipt of the Seller Cure Notice, either to: (a) accept the Property subject to the title exception(s) not cured by the Closing Date, in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder, except as otherwise provide by the provisions of the following paragraph, or (b) terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be promptly reimbursed to Buyer, which reimbursement shall operate to terminate this Agreement. In the event that Seller is unable or unwilling agrees to satisfycure a Title Objection and commences such cure, but the same cannot be cured within the Title Cure Period, then within five the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Regardless of whether such matters are raised in the Notice of Objections or any Notice of New Objections, any mortgage, security deed, lien, lis pendens, judgment, or other claim incurred by Seller during Seller’s ownership of the Property and which constitutes an exception to the title to the Property shall not in any event be a Permitted Title Exception hereunder, but such all such matters shall be fully paid, released, satisfied, and discharged of record by Seller on or prior to the Closing Date, and the proceeds of sale payable to Seller shall be reduced accordingly if needed to so pay, release, satisfy and discharge such matter; provided that such matter must have arisen directly from the acts or omissions of Seller, and not those of the Tenant. At any time after the Effective Date of this Agreement and prior to Closing, Buyer shall have the right to notify Seller of any additional title exception which first appears of record after the effective date of the Title Commitment, or otherwise becomes known to Buyer. Buyer shall be allowed three (53) business days after notice from Purchaser noting of such additional title exception for examination and the Permitted Exceptions and requirements, making of any new Title Objections thereto by written notice to Seller shall give notice (“Seller’s NoticeNotice of New Objections”) ). Except as set forth herein, any title exception disclosed to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions Buyer and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s not listed in such Notice of New Objections shall be deemed an election by Seller that all exceptions other than a Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before ClosingException. Within five (5) business days after receipt by Purchaser of Seller’s receipt of the Notice of New Objections (the “Second Title Cure Period”) Seller shall notify Buyer in writing of any new Title Objection that Seller has cured or agreed to cure or eliminate (the “Second Seller Cure Notice”). If Seller shall fail to cure or eliminate any of the new Title Objections listed in the Notice of New Objections, if anythen subject to the provisions of the next sentence, Purchaser shall give Seller Buyer may elect by written notice delivered to Seller no later than three (3) business days after Buyer’s receipt of the Second Seller Cure Notice either to: (ia) Purchaser’s acceptance accept the Property subject to the new title exception(s) not cured (in which case such new title exception(s) shall become a Permitted Title Exception(s) hereunder subject to the provisions of such additional Permitted Exceptions or requirements the next sentence), or (iib) Purchaser’s objection terminate this Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be promptly reimbursed to such additional Permitted Exceptions and its election Buyer, which reimbursement shall operate to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such terminationAgreement. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser The Closing Date shall be deemed extended to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingaccommodate any Title Cure Period or Second Title Cure Period or an period provided above for Buyer’s response thereto. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later 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 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 fifteen Monetary Encumbrances (15) days after as hereinafter defined), if any. Prior to the Effective Dateend of the Inspection Period, Purchaser shall obtainsecure, at its sole cost and Purchaser's expense, a current ALTA one or more commitments (collectively, the "Title Commitment") for an owner’s title commitment for 's policy or policies of title insurance (collectively, the “"Title Commitment”Policy") to be issued by a national title insurance company selected by Purchaser (the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, "Title Company") at its sole cost 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 expense, an ALTA Survey (the “Survey”). Upon the 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 and Surveydeleting all exceptions (including, Purchaser shall promptly review all such information and shallwithout limitation, no later than thirty five (35) days after the Effective Date, furnish standard exceptions the deletion of which does not require a copy current survey of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”Property) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions (as hereafter defined). The Title Policy shall insure the Purchaser that, upon consummation of the purchase and sale herein contemplated, Purchaser will be vested with good, fee simple, marketable and insurable title to be removed from the Property, subject only to the Permitted Exceptions. For the purposes of this Agreement, "good, fee simple, marketable and insurable title" shall mean fee simple ownership, insurable by the Title Commitment Company under the Title Policy, and free of all claims, liens and encumbrances of any kind or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting nature whatsoever other than the Permitted Exceptions Exceptions. Seller hereby covenants and requirements, Seller shall give notice agrees to furnish the Title Company with such affidavits and indemnities (“subject to Seller’s Notice”'s reasonable approval) as may be reasonably required by the Title Company in order to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions issue the Title Policy without any exception for unfiled and those requirements which Seller is unable unrecorded materialmen's and mechanics' liens rights or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions claims of parties in possession (other than Permitted Exceptions will be removed from 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 Commitment and that Seller will satisfy all requirements for Company to issue so-called "gap" coverage in favor of Purchaser. Purchaser shall have until the issuance end of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall Inspection Period in which to give Seller written notice of (i) Purchaser’s acceptance 's objections to any encumbrances revealed by the Title Commitment. Following Purchaser's initial title examination, Purchaser shall have until the date of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, Closing in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, reexamine title to the Property and 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 effective date of the Title Commitment; upon delivery of such notice to Seller, the process outlined in Section 4.2 below shall again be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionsapplicable with respect to any additional objections.

Title. A. No later than fifteen (15) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown Closing will be conditioned on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure agreement of a title company selected by Seller to give Seller’s Notice issue an Owner's policy of title insurance, dated as of the close of escrow, in an amount equal to the purchase price, insuring that Buyer will own insurable title to the Property subject only to: the title company's standard exceptions; current real property taxes and Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Champps Americana Restaurant-Schaumburg, IL assessments; survey exceptions; the rights of parties in possession pursuant to the lease defined in paragraph 11 below; all matters of public record; and other items disclosed to Buyer during the Review Period. Buyer shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within allowed five (5) days after receipt of said commitment for examination and the making of any objections to marketability thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall be allowed eighty (80) days to make such title marketable or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to make title marketable, or is unable to make title marketable or obtain insurable title, (after execution by Purchaser Buyer of Seller’s Noticesuch documents reasonably requested by Seller to evidence the termination hereof) Buyer's First Payment shall be returned and this Agreement shall be null and void and of no further force and effect. Seller has no obligation to spend any funds or make any effort to satisfy Buyer's objections, if any. Pending satisfaction of Buyer's objections, Purchaser the payments hereunder required shall give Seller be postponed, but upon satisfaction of Buyer's objections and within ten (10) days after written notice of (i) Purchaser’s acceptance satisfaction of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations Buyer's objections to the other hereunder; provided, howeverBuyer, the indemnity in subsection 3A hereof parties shall survive such termination. If Purchaser fails perform this Agreement according to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closingterms. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than As soon as possible after the opening of Escrow, Escrow Holder shall provide each Party with a preliminary title report covering the Property (the "Preliminary Report"), along with legible copies of all recorded documents shown as exceptions to title in the Preliminary Report, and a map containing any easement, rights-of-way, license, or other real property rights encumbering the Property to the extent available. The Acquiring Party shall approve or disapprove any exceptions to title shown on its Preliminary Report by notifying the Conveying Party in writing, within fifteen (15) days after receipt by Acquiring Party of the Effective DatePreliminary Report and copies of the recorded documents; provided that any delinquent taxes or assessments that encumber the Property, Purchaser shall obtainany deeds of trust, at its sole cost and expensemortgages, a current ALTA owner’s title commitment for title insurance or any other instruments that secure the repayment of funds that encumber the Property, or any judgments, liens or other monetary encumbrances that encumber the Property (collectively the “Title CommitmentMonetary Encumbrances”) issued by the Escrow Agent, together with true and complete copies of all are considered disapproved exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller Conveying Party agrees to satisfyremove all Monetary Encumbrances at or before the Closing. The parties agree that Except for the Leases are Permitted Exceptions. If Seller determines that it Monetary Encumbrances, Conveying Party shall notify Acquiring Party of whether Conveying Party is not able or is unwilling willing to cause all exceptions other than remove the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then items disapproved by Acquiring Party within five (5) days after notice from Purchaser noting receipt of Acquiring Party's title objections. If Conveying Party does not agree to remove any one or more of such disapproved exceptions prior to the Permitted Exceptions and requirementsexpiration of said 5-day period, Seller shall give notice (“Seller’s Notice”) or if any additional items appear which would show as exceptions to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of title insurance in the title policy on or before Closing. Within policy, and Conveying Party fails to agree to remove the same within five (5) days after receipt by Purchaser Acquiring Party's notification to Conveying Party of Seller’s Noticethe same, if any, Purchaser Acquiring Party shall give Seller written notice of have the choice of: (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions terminating this Agreement and its election to terminate this Contractthe Escrow, in which event the Escrow Agent shall immediately forward the Deposit to Purchaserevent, and except for any obligations that expressly survive termination, neither party Acquiring Party nor Conveying Party shall have any further liability rights or obligations to the other hereunderunder this Agreement; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.or

Title. A. No later than fifteen (15a) days As soon as reasonably practical after the Effective Dateexecution of this Agreement, Purchaser shall obtain, (i) request a preliminary title report ("PTR") and all underlying documents from the Title Company and (ii) order and obtain at its Buyer’s sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an as– built ALTA Survey (the “"Survey”)") of the Real Property acceptable to the Title Company for purposes of deleting the standard survey exception and deliver complete copies of the PTR, Underlying Documents and the Survey thereof to Seller. Upon the Within ten (10) days after Purchaser’s receipt of the Title Commitment PTR, legible copies of all Underlying Documents, and Surveythe Survey and the delivery of copies thereof to Seller (the "Approval Date"), Purchaser shall promptly review all such information provide written notice to Seller of whether Purchaser approves or disapproves the PTR and shallthe Underlying Documents and the Survey. (b) Purchaser shall notify Seller in writing by the Approval Date of its disapproval of any defects, no later exceptions, liens, encroachments or encumbrances other than thirty five the Permitted Encumbrances shown in the PTR or in the related Survey. Any exceptions or defects not so disapproved by Purchaser in writing by the Approval Date shall be deemed approved. (35c) days after In the Effective Date, furnish a copy event of the Title Commitment and Survey to Seller, together with a statement as to which Purchaser’s disapproval of any material exceptions or material defects shown on the Title Commitment are acceptable PTR or Survey, pursuant to Section 7.2(c), Seller shall have seven (7) business days after receipt of Purchaser’s objections to give Purchaser written notice either that (a) Seller has removed any objectionable exceptions from title and provide Purchaser with evidence satisfactory to Purchaser of such removal or provide Purchaser with evidence reasonably satisfactory to Purchaser that said exceptions will be removed on or before the Closing Date, or (the “Permitted Exceptions”b) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all such exceptions other than to be removed. Seller shall have no obligation to remove or cure the Permitted Exceptions or any of Purchaser’s objections to be removed title other than mortgages, deeds of trust, delinquent taxes and assessments, judgment liens, and mechanic’s liens arising from the Title Commitment work performed by Seller or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“at Seller’s Notice”direction or any other monetary lien or obligations encumbering the Real Property. (d) to If Seller gives Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5notice under Section 7.2(c) days after receipt by Purchaser of Seller’s Notice, if anyabove, Purchaser shall have three (3) business days to give Seller written notice of Purchaser’s intent to either (i) Purchaser’s acceptance of proceed with the purchase and take the Real Property subject to such additional Permitted Exceptions or requirements exceptions; or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement will be null and void, provided that such rejected exceptions would materially and adversely affect Purchaser’s objection right or ability to such additional Permitted Exceptions and its election to terminate this Contract, in which event operate the Escrow Agent Hospital after the Closing Date. The premium for issuance of the Title Policy shall immediately forward the Deposit to be paid by Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails shall fail to note its objection in writing to Seller’s expansion of the Permitted Exceptions give Seller such notice within the time permitted hereinsaid three (3) business days, then Purchaser shall be deemed to have accepted elected to proceed with the purchase and take the Real Property subject to such additional Permitted Exceptions, and the parties will proceed to Closingexceptions. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later Seller shall deliver to Buyer a commitment for an ALTA Owner's Policy of Title Insurance (ALTA owner-most recent edition), individually for each Property, issued by a nationally recognized title insurance company acceptable to Buyer (the "Title Company"), insuring marketable title in the Properties, subject only to such matters as Buyer may approve and contain such endorsements as Buyer may require, including extended coverage and owner's comprehensive coverage (the "Title Commitment" or "Title Commitments"). The Title Commitments shall show Seller as the present fee owner of the Properties and show Buyer as the fee owner to be insured. The Title Commitments also shall include the following: (a) an itemization of all outstanding and pending special assessments and an itemization of taxes affecting the Properties and the tax year to which they relate; (b) shall state whether taxes are current and if not, show the amounts unpaid; and (c) the tax parcel identification numbers and whether the tax parcel includes property other than fifteen the Properties to be purchased. All easements, restrictions, documents and other items affecting title shall be listed in Schedule "B" of each Title Commitment. Copies of all instruments creating such exceptions must be attached to each Title Commitment. Buyer shall be allowed ten (1510) business days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment Commitments and Surveycopies of all underlying documents or until the end of the First Contingency Period, Purchaser whichever is later to be consistent with Article 8.01 hereof, for examination and the making of any objections thereto, said objections to be made in writing or deemed waived. If any objections are so made, the Seller shall promptly review all such information and shall, no later than be allowed thirty five (3530) days after to cure such objections or in the Effective Date, furnish alternative to obtain a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionscommitment for insurable title insuring over Buyer's objections. If Seller determines that it is not able shall decide to make no efforts to cure Buyer's objections, or is unwilling unable to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobtain insurable title within said thirty (30) day period, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice this Agreement shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will null and void and of no further force and effect and the ▇▇▇▇▇▇▇ Money shall be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection returned in full to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall Buyer immediately forward the Deposit to Purchaser, and neither party shall have any further liability duties or obligations to the other hereunder The Buyer shall also have ten (10) business days to review and approve any easement, lien, hypothecation or other encumbrance placed of record affecting the Properties after the date of the Title Commitments. If necessary, the Closing Date shall be extended by the number of days necessary for the Buyer to have ten (10) business days to review any such items. Such ten (10) business day review period shall commence on the date the Buyer is provided with a legible copy of the instrument creating such exception to title. The Seller agrees to inform the Buyer of any item executed by the Seller placed of record affecting the Properties after the date of the Title Commitments. If any objections are so made, the Seller shall be allowed thirty (30) days to cure such objections or in the alternative to obtain a commitment for insurable title insuring over Buyer's objections. If Seller shall decide to make no efforts to cure Buyer's objections, or is unable to obtain insurable title within said thirty (30) day period, this Agreement shall be null and void and of no further force and effect and the ▇▇▇▇▇▇▇ Money shall be returned in full to Buyer immediately and neither party shall have any further duties or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than fifteen (15a) days after the Effective Date, Purchaser shall obtain, at its sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice It shall be deemed an election by Seller a condition of Closing that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good of record and marketablein fact, free fully marketable and clear insurable by Title Company at standard rates without exception, except for such matters which Purchaser determines, in its sole and absolute discretion, do not affect the marketability or insurability of the title to the Property or the use of the Property for the Project. As further provided hereafter, the Purchaser acknowledges that the Property is subject to (a) a Notice of Brownfields Property, with attached Brownfields Agreement, Exhibit F: Notice of Brownfields Property attached hereto and incorporated herein by reference, as amended, (the “Brownfields Notice”) and (b) the DCCRs as previously defined, with attached Articles of Incorporation and Bylaws for Union Square Assembly, Inc., attached hereto as Exhibit H: Declaration of Covenants, Conditions, and Restrictions and incorporated herein by reference. Notwithstanding, the foregoing acknowledgment shall in no event be deemed as Purchaser waiving, or otherwise diminishing, Purchaser’s right to object to either of the foregoing pursuant to Section 4(b), below. (b) Purchaser agrees to obtain a title commitment or report covering the Property (the "Title Commitment") and a survey of the Property (the "Survey") within the Inspection Period. Purchaser shall identify in writing to Seller (the "Title Objection Notice") on or before the expiration of the Inspection Period any matters reflected on the Title Commitment or the Survey which are unacceptable to Purchaser in accordance with the foregoing provision (collectively, the "Title Objections"). Seller agrees to diligently attempt to remedy all Title Objections identified by Purchaser as set forth above. If Seller is unable to cure all such Title Objections on or before the date for Closing, then Purchaser may at its option: (i) waive such Title Objections and proceed to close the transaction, (ii) treat such failure as a default and pursue any and all of the remedies set forth in Section 16(b) below, or (iii) extend the date of Closing to that date that is thirty (30) days after Purchaser delivers confirmation to Seller that Seller has cured the Title Objections, without Purchaser waiving its right to exercise the options described in clauses (i) and (ii) above in the event that Purchaser determines that the Title Objections cannot be cured to Purchaser's satisfaction. Notwithstanding the foregoing, Purchaser may, at its option and with the approval of Seller, such approval which shall not be unreasonably withheld, cure the Title Objections, in which event (x) Seller shall provide reasonable cooperation with Purchaser's efforts and (y) the Purchase Price shall be reduced by all costs (including attorney's fees) incurred by Purchaser or on behalf of Purchaser in curing the Title Objections. (c) Notwithstanding anything herein contained to the contrary (1) all mortgages, deeds of trust, deeds to secure debt, mechanics' or materialmen's liens, judgment liens or similar monetary liens and encumbrancesencumbrances encumbering all or any part of the Property, (2) all ad valorem real or personal property taxes, assessments and governmental charges affecting all or any portion of the Property which are delinquent, (3) any judgment of record against Seller in the county or other applicable jurisdiction in which the Property is located, (4) the standard preprinted exceptions in the Title Commitment, and free (5) any new title exceptions or survey matters disclosed by any updates of the Title Commitment or Survey or other title "date-downs" shall be automatically deemed to be Title Objections that (x) need not be included in Purchaser's Title Objection Notice and clear (y) are to be satisfied, corrected and cured by Seller on or before the date of Closing (collectively, the "Mandatory Cure Objections"). In the event that Seller fails to satisfy, correct or cure all leasesof the Mandatory Cure Objections on or before the date of Closing, security interestsPurchaser may: (i) waive such Mandatory Cure Objections and proceed to close the transaction, restrictions(ii) treat such failure as a default and pursue any and all of the remedies set forth in Section 16(b) below, rights-of-wayor (iii) extend the date of Closing to that date that is thirty (30) days after Purchaser delivers confirmation to Seller that Seller has cured the Mandatory Cure Objections, easementswithout Purchaser waiving its right to exercise the options described in clauses (i) and (ii) above in the event that Purchaser determines that the Mandatory Cure Objections cannot be cured to Purchaser's satisfaction. Notwithstanding the foregoing, encroachments Purchaser may, at its option and other matterswith the approval of Seller, except for such approval which shall not be unreasonably withheld, cure the Permitted ExceptionsMandatory Cure Objections, in which event (1) Seller shall provide reasonable cooperation with Purchaser's efforts and (2) the Purchase Price shall be reduced by all costs (including attorney's fees) incurred by Purchaser or on behalf of Purchaser in curing the Mandatory Cure Objections.

Title. A. No later than fifteen (151) Within thirty (30) days after the Effective Datedate of this Agreement, Purchaser shall obtain, at its sole cost and expense, Seller will provide Buyer with a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by from a national title insurance company licensed in Illinois to issue title insurance reasonably acceptable to Buyer (the Escrow Agent“Title Insurer”) for an amount equal to the greater of the fair market value of the Owned Real Estate as shown on the most recent tax ▇▇▇▇ or for the estimated amount of the price attributable to the Owned Real Estate in this Agreement upon the recording of proper documents and payment of the applicable premium to the Title Company (the “Title Commitment”), together with true and complete legible copies of all recorded exceptions contained referred to therein. In additionThe Title Commitment will show title to the Owned Real Estate as of a date no more than twenty-five (25) days before the Title Commitment is provided to Buyer. At the Effective Time, Purchaser shall orderthe Seller, at its sole cost and expense, will cause the Title Company to issue an ALTA title policy with extended coverage (“Title Policy”) sufficient to insure good and marketable fee simple record title to the Owned Real Estate except for municipal and zoning ordinances and agreements entered under them, general taxes levied in the year in which the Effective Time falls, and only such matters not objected to by the Buyer under subsection (3) below (collectively, the “Permitted Exceptions”). The Title Policy shall also include a GAP Endorsement and a 3.1 zoning endorsement with parking (at Seller’s expense) that the Buyer’s use of the Owned Real Estate as a bank with, if applicable, drive-ups, tellers or automated teller machines is a permitted use. All general and standard exceptions shall be deleted from the Title Policy pursuant to an Owner’s Affidavit from Seller and a review of a survey, which Title Policy shall be delivered to Buyer at Closing. (2) Within thirty (30) days after the date of this Agreement, Seller will provide Buyer with a current ALTA Survey of the Owned Real Estate, with such Table A items as are requested by Buyer (the “ALTA Survey”) in sufficient form so that the Title Company deletes all standard survey exceptions. The ALTA Survey shall show all easements, improvements, any encroachments and all applicable set-backs. The Survey shall be certified to Buyer and the Title Company. The cost of the ALTA Survey shall be borne equally by Seller and Buyer. (3) Upon receipt of all of the Title Com­mitment and its related documents and the ALTA Survey, Buyer will have twenty (20) days to examine the Title Commitment and the ALTA Survey and notify Seller in writing of Buyer’s objections thereto which would adversely affect Buyer’s intended use of the Owned Real Estate. Seller will then have until the earlier of twenty (20) days after the Buyer’s notice or the Closing Date to cure the objections (the “Objections Cure Deadline”). Upon If Seller elects not to cure the receipt objections or fails to cure the objections by the Objections Cure Deadline, Buyer will have the option to: (A) terminate this Agreement by giving written notice of termination to Seller; or (B) accept title to the Owned Real Estate subject to the objections with no reduction in the price allocated to the Owned Real Estate, in which case such objections will be deemed “Permitted Exceptions.” (4) Seller will pay the cost of the Title Commitment and SurveyTitle Policy and the endorsements set forth in Section 4(c)(1) above, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy half of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance cost of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsALTA Survey, and the parties will proceed to Closing. B. Notwithstanding cost of any transfer tax imposed by the provisions State of subsection A to Illinois and the contrary, applicable counties on the Closing Date, as defined below, conveyance of the Owned Real Estate. Buyer will pay the cost of any investigation of the Owned Real Estate desired by Buyer and the cost of any additional title coverage or special endorsements not required to be provided by the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsSeller under Section 4(c)(1) above.

Title. A. No later than Within fifteen (15) days after following the Effective Datedate of this Agreement, Purchaser shall obtainSeller, at its sole cost and Seller's expense, shall deliver to Purchaser's attorneys, Greenberg, Traurig, P.A., 1221 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: Gary ▇. ▇▇▇▇, ▇▇q., a current commitment (the "COMMITMENT") for an owner's ALTA owner’s title commitment for Form B Marketability title insurance policy with respect to the Project from First American Title Insurance Corporation (or other national title company reasonably acceptable to Purchaser) in favor of Purchaser in the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt amount of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfyPurchase Price. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to Commitment shall be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then endorsed and updated at Seller's expense: (i) within five (5) days after notice following the delivery of the Survey (as hereinafter defined) to delete those matters reflected on the Commitment which are not applicable to the Realty, and (ii) within ten (10) days before closing. The Commitment and any endorsement or update thereof shall show Seller to be vested with good, marketable and insurable fee simple title to the Realty, free and clear of all liens, encumbrances and other matters, except only for those liens and encumbrances to be released and satisfied at closing and the following (the "PERMITTED EXCEPTIONS"): (a) Ad valorem real estate taxes for the year of closing, provided same are not then due and payable, 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 Contracts (as hereinafter defined). (d) The matters described on EXHIBIT "B" attached hereto. Additionally, at Closing, Purchaser and Seller shall execute such documents as are necessary to: (i) amend that certain Declaration of Restrictions and Protective Covenants for Tango Bay (the "Declaration"), recorded April 9, 1996 in Official Records Book 5038, Page 3760 of the Public Records of Orange County, Florida, to transfer the Property from Village A to Village B (as defined in the Declaration)(the "DECLARATION AMENDMENT"), and (ii) cause the Property to be fully released and unencumbered by that certain Declaration of Restrictions (6 Year Covenant) recorded April 9, 1996 in Official Records Book 5038, Page 3850 of the Public Records of Orange County, Florida, and cause the 6 Year Covenant to be extended and to remain in effect as to the portions of the Project owned by Seller for a period expiring upon the earlier of: (i) December 31, 2003, or six (6) months following the date that Purchaser noting has closed on the Permitted Exceptions and requirementssale of not less than ninety five percent (95%) of its inventory of timeshare units in the Project (the "6 YEAR AMENDMENT"). Within thirty (30) days following the date of this Agreement, Seller shall give notice also deliver to Purchaser, a survey (“the "SURVEY") of the Realty showing and certifying the exact location and legal description of the Realty and meeting the minimum technical standards of the Florida Board of Land Surveyors and the State of Florida Department of Professional Regulation, certified to Purchaser, Purchaser's title insurer, Seller and Broad and Cass▇▇ ▇▇▇ prepared as of a date subsequent to the date of this Agreement. The Survey shall also show and certify: (i) the location of all improvements and easements and rights-of-way affecting the Realty, (ii) the location of all roadways adjacent to the Realty, (iii) the acreage of the Realty calculated to the second decimal place, and (iv) the perimeter boundaries of the Project, including, without limitation, the location of all streets, roads, accessways, entrance features and fountains located therein. Notwithstanding the fact that Seller shall be obligated to obtain and deliver the Survey to Purchaser, responsibility for the cost of the Survey shall be determined as follows: (1) in the event that Purchaser closes on title to the Property as contemplated hereunder, Purchaser shall be solely obligated for the cost of the Survey; (2) in the event that Purchaser elects to cancel this Agreement during the Inspection Period as provided in paragraph 7 below, Purchaser shall be solely obligated for the cost of the Survey; (3) in the event that the Agreement is cancelled as a result of the failure of any of Purchaser's Conditions Precedents (other than breach of a representation or warranty by Seller’s Notice”), then Purchaser and Seller shall equally share the cost of the Survey; (4) in the event that Seller elects to Purchaser stating those other exceptions which must cancel this Agreement during the Contingency Period as provided in paragraph 9 below, Seller shall be included solely obligated for the cost of the Survey; (5) in the event that the Agreement is cancelled as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure a result of a default by Seller or any breach of a representation or warranty by Seller, then Seller shall be solely obligated for the cost of the Survey; or (6) in the event that the Agreement is cancelled as a result of a default by Purchaser, then Purchaser shall be solely obligated for the cost of the Survey. Seller agrees to give Seller’s Notice Purchaser notice, promptly after placing the order for the Survey, of the name, address and phone number of the surveyor, and of the cost for the Survey. The provisions of this subparagraph shall survive Closing and any cancellation or termination of this Agreement. Title shall be deemed good, marketable and insurable only if the Commitment allows for issuance of an election by Seller that all exceptions Owner's ALTA Form B Marketability 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 will Exceptions. Purchaser shall have fifteen (15) days from receipt of the Commitment and hard copies of all items noted as exceptions therein (the "TITLE REVIEW PERIOD"), within which to examine same. If Purchaser finds title to be removed from defective or cannot determine the effect of the matter until located on the Survey, Purchaser shall, no later than the expiration of the Title Commitment and that Review Period, notify Seller will satisfy all requirements for in writing specifying the issuance defect(s) (which defect(s) shall also include any UCC-1 Financing Statements filed with the Florida Secretary of State) or reserving the right to comment on same after receipt of the title policy on or before Closing. Within five (5) days after receipt by Survey; provided that if Purchaser of Seller’s Notice, if any, Purchaser shall fails to give Seller written notice before the expiration of the Title Review Period of defect(s) in title or of the need for the Survey to review the effect of the exception, then the defects shown in the Commitment (other than those to be evaluated upon receipt of the 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 Survey, any endorsement of the Commitment and/or recertifications of Survey, provided that notice of objection to same must be given to Seller within fifteen (15) days from receipt of the Survey, endorsement or recertification, as applicable. 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 best efforts to cause such defects to be cured by the date of closing, provided, however, that Seller shall not be obligated to file suit or otherwise expend any monies with regard to curing title defects other than with regard to the payment of any liens or encumbrances which have voluntarily and intentionally been created by Seller. At Purchaser's option, the date of closing may be extended for a reasonable period (not to exceed ninety (90) days) for purposes of eliminating any title defects. In the event that Seller does not eliminate any defects as of the date of closing as the same may be extended under the preceding sentence, Purchaser shall have the option of either: (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements closing and accepting the title "as is", without reduction in the Purchase Price, or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate canceling this Contract, Agreement in which event the Escrow Agent shall immediately forward return the Deposit and all interest earned thereon to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser whereupon both parties shall be deemed released from all further obligations under this Agreement, except only for those obligations which are intended to have accepted survive closing and/or any earlier termination of this Agreement, unless such additional Permitted Exceptionsdefects were caused by Seller's willful act or willful omission, and in which event, Seller shall remain liable to Purchaser for damages caused thereby. Seller shall execute appropriate documents as required for "gap coverage" by the parties will proceed to Closing. B. Notwithstanding title insurer or the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property closing shall be good and marketableheld in escrow in accordance with customary escrow closings for Orange County, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsFlorida.

Title. A. No later than fifteen At least thirty (1530) days after following the Effective Dateeffective date, Purchaser Seller shall obtain, at its sole cost and Seller’s expense, and deliver to Purchaser a current ALTA owner’s title commitment (the “Commitment”) for title insurance an Owner’s Title Insurance Policy (the “Title CommitmentPolicy”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey from ▇▇▇▇▇▇▇ County Land Title (the “SurveyTitle Company”)) in favor of Purchaser in the amount of the Purchase Price and a copy of all documents referenced therein. Upon The Commitment shall show Seller to be vested with fee simple title to the Land and Improvements subject only to those exceptions to title approved by Purchaser. The Commitment will also contain proper searches covering bankruptcies, federal and state judgments and liens, federal tax liens and special assessment searches from the municipalities in which the Property is located indicating levied, pending and deferred special assessments. Any endorsements which Purchaser shall request in connection with such Title Policy shall be obtained at Purchaser’s expense. Purchaser shall have ten (10) days from receipt of the Title Commitment and SurveySurvey (as defined below) within which to examine same. If Purchaser finds the Title Policy or Survey to be unacceptable in Purchaser’s sole discretion, Purchaser shall promptly review all such information and shall, no later than thirty five the expiration of such ten (3510) days after the Effective Dateday period, furnish a copy notify Seller in writing of the defect(s) (defects in the Title Commitment Policy and Survey are hereinafter jointly referred to Selleras “Title Defects”), together with a statement as provided that if Purchaser fails to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of defect(s) before the expiration of said ten (10) day period, the Title Defects shall be deemed to be waived. If Purchaser has given Seller timely written notice of Title Defects, Seller shall use reasonable efforts to cause such Title Defects to be cured or to obtain affirmative title coverage over any such Title Defects within thirty (30) days. Seller agrees to remove by payment, bonding, affirmative title coverage or otherwise, any lien or encumbrance in a liquidated amount against the Property which was created by Seller and which is removable by the payment of money, the posting of a bond or obtaining affirmative title coverage. Seller shall not be required to cure any other Title Defects to the extent that the cost of curing such Title Defects exceeds, in the aggregate, Ten Thousand and 00/100 Dollars ($10,000.00). In the event that Seller is either unable or not required to eliminate such other Title Defects as of the date of Closing, Purchaser shall have the option of either: (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements closing and accepting the title “as is,” without reduction in the Purchase Price and without claim against Seller therefor; or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate canceling this ContractAgreement, in which event the Escrow Agent shall immediately forward return the Deposit and all interest earned thereon to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser whereupon both parties shall be deemed released from all further obligations under this Agreement. Any title matters to have accepted such additional Permitted Exceptions, and the parties will proceed which Purchaser does not object or which Purchaser elects to Closing. B. Notwithstanding the provisions of subsection A take title subject to the contrary, on the at Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the defined as “Permitted Exceptions.”

Title. A. No later than fifteen Within ten (1510) days after the Effective Final Execution Date, Purchaser Seller shall obtainprocure, at its sole cost and Seller’s expense, and shall deliver to Purchaser a current ALTA owner’s title commitment for an ALTA 2006 policy of title insurance or equivalent (the “Title Commitment”) issued by Chicago Title Insurance Company (the Escrow Agent“Title Company”). Such Title Commitment must show title to the Property in Seller and commit to the issuance of an owner’s policy of title insurance in the amount of the Purchase Price, together with true including an extended coverage endorsement over general exceptions usually contained in such title policies. The Title Commitment shall identify the Property by the legal description set forth in the Survey, specify all easements, liens, encumbrances, restrictions, conditions and complete covenants affecting the Property and shall be accompanied by copies of all documents referred to therein as exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey to title (the “SurveyUnderlying Documents”). Upon In the event any exceptions (title defects) appear in the Title Commitment that are unacceptable to Purchaser, in Purchaser’s sole discretion, Purchaser shall, within thirty (30) days after receipt of the Survey, the Title Commitment and Surveythe Underlying Documents, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after notify Seller in writing thereof. Upon the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance expiration of such additional Permitted Exceptions or requirements or thirty (ii30) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contractday period, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted all exceptions to title shown on the Title Commitment (other than those which are the subject of a notification permitted under the preceding sentence) and such additional exceptions (except title defects) shall be included in the term “Permitted Exceptions” as used herein. Subject to Paragraph 4 below, any exceptions to liens or other encumbrances that can be removed by the payment of a definite or ascertainable amount of money will be removed at Closing by application of the Purchase Price thereto. Seller shall cause the Title Company to furnish an updated Title Commitment to Purchaser prior to 2 | Page Closing indicating the exceptions that have been removed or will be removed at Closing by application of the Purchase Price or otherwise. If any exception that is unacceptable to Purchaser cannot be removed at or prior to Closing, Purchaser may either (i) accept the Title Commitment in its updated form, (ii) terminate this Agreement, or (iii) extend the Closing Date for a period that Purchaser deems reasonable for curing such objections, but not to exceed thirty (30) days. If cure is not affected within such extended period, Purchaser may again elect (i) or (ii) above. Upon any such termination, each party shall be released from all duties or obligations contained herein (except for any liabilities accruing prior to termination and covenants expressly intended to survive hereunder) and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. If Purchaser elects not to terminate this Agreement in accordance with this subsection, Purchaser may cause the Title Company to reissue from time to time the Title Commitment prior to Closing. Purchaser shall have the right to object to any newly discovered exceptions appearing on any subsequently issued Title Commitment, other than the Permitted Exceptions, and shown on any updated Title Commitment. If Seller fails to cure such items, Purchaser shall again have the parties will proceed right to Closing. B. Notwithstanding terminate this Agreement and be reimbursed the provisions of subsection A ▇▇▇▇▇▇▇ Money or waive the objection(s). The time periods for objecting to and curing the contraryadditional exceptions and for terminating this Agreement shall be the same as those set forth in this subsection, on commencing with the date Purchaser receives the updated Title Commitment, and, if necessary, the Closing Date, as defined below, title to the Property Date shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except extended for the Permitted Exceptionssuch purposes.

Title. A. No later than fifteen Seller shall, within five (155) days after the Effective Date, Purchaser shall obtaincause Escrow Agent to provide Buyer with a preliminary report of the title to the Property (which report, at its sole cost together with an amendments thereto is referred to as the “Preliminary Title Report”), disclosing all matters of record which relate to the title to the Property and expense, a current ALTA ownerEscrow Agent’s title commitment requirements for both closing the escrow created by this Agreement and issuing the policy of title insurance described in paragraph 6. Escrow Agent shall also cause legible copies of all instruments referred to in the Preliminary Title Report to be furnished to Buyer. Buyer shall have the “Title Inspection Period” (as hereafter defined) to object in writing to any matter shown in the Preliminary Title Report. If Buyer fails to object to any matter set forth on the Preliminary Title Report within such time period, the condition of title to the Property shall be deemed approved by Buyer. If Buyer does object in writing to any matter disclosed in the Preliminary Title Report, Buyer shall specify the matter objected to with detail (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “SurveyObjection Notice”). Upon the receipt of the Title Commitment and Survey, Purchaser Seller shall promptly review all such information and shall, no later than thirty have five (355) days after receipt of a Title Objection Notice to attempt to remove the Effective Date, furnish a copy of the Title Commitment and Survey matter objected to Seller, together with a statement as by Buyer; it being understood that Seller is under no obligation to which exceptions shown on the Title Commitment are acceptable remove any matter objected to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionsby Buyer. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyremove the matter set forth in the Title Objection Notice, then Buyer shall elect in writing within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance expiration of the title policy on or before Closing. Within such five (5) days after receipt by Purchaser of Seller’s Noticeday period, if any, Purchaser shall give Seller written notice of to either: (i) Purchaser’s acceptance cancel this Agreement and receive a return of such additional Permitted Exceptions or requirements all ▇▇▇▇▇▇▇ Money paid; or (ii) Purchaser’s objection close escrow without any reduction in the Purchase Price, canceling and waiving the Title Objection Notice and taking title subject to such additional Permitted Exceptions and its matters. Failure to give notice to Seller of Buyer’s election shall constitute an election to terminate cancel this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to ClosingAgreement. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than Within two (2) days of execution hereof by all parties Buyer shall order a preliminary title report on the Property ("Preliminary Report") from Escrow Holder, together with true and legible copies of all documents evidencing matters of record shown as exceptions to title thereon. Buyer shall have the right, by the expiration of the Contingency Period, to either approve the report or, in the alternative, to specify in writing those exceptions to title which it requests be removed prior to Close of Escrow. If Seller elects not to remove such exceptions to the title and so informs Buyer, or, if Seller cannot remove such exceptions to title within the earlier of sixty (60) days from the date of receipt of notice from Buyer and fifteen (15) days after before the Effective Closing Date, Purchaser shall obtainBuyer may, at its sole cost and expenseoption, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued terminate this Agreement by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey written notice to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after following notice from Purchaser noting Seller that the Permitted Exceptions exceptions will not be removed, any Deposit shall be returned to Buyer, and requirementsthis Agreement shall be of no further force or effect, except as otherwise expressly stated herein. There shall be no other remedy at law, equity or otherwise for failure by Seller to deliver title in the manner herein agreed except for a willful clouding of title by Seller. Evidence of marketable title shall be in the form of an American Land Title Association ("ALTA") extended form owners policy of title, the cost of which shall be paid as follows: Seller shall pay the cost of California Land Title Association standard form owners policy coverage ("CLTA Premium") and Buyer shall pay all survey costs and all title insurance cost which is in excess of the CLTA Premium. The Title Policy shall be in the amount of the Purchase Price. Buyer agrees to obtain the necessary Survey of the Property as soon as possible after the opening of the Escrow., and approve or disapprove the survey within the Contingency Period.. Buyer's failure to timely notify Seller of those exceptions to title, or any item shown by the Survey, of which it does not approve, except as set forth above in this Section 11, within the Contingency Period shall constitute approval of all exceptions contained in the Preliminary Report. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall give notice at Closing (“Seller’s Notice”but shall not be obligated prior thereto) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions remove of record all tax and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements mechanic's liens (except only for the issuance liens of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection taxes and assessments to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaserbe prorated under Section 12.1), and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion pay and discharge all deeds of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, trustliens and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, encumbrances on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsProperty.

Title. A. No later than fifteen Within ten (1510) days after of the Effective Datedate of this Agreement, Purchaser shall obtainprocure, at its sole cost and Purchaser's expense, a current ALTA evidence of Seller's title to, and ownership of, the Property in the currently used form of the American Land Title Association commitment (the "Commitment") for an owner’s title commitment for 's title insurance (the “Title Commitment”) issued policy, insured by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to title insurance company approved by Purchaser (the “Permitted Exceptions”"Title Insurer") covering the title to the Real Property on or after the date of the Closing, commitment to insure upon demand, by issuance of the policy form used by the Title Insurer which is consistent with the currently promulgated version of the American Land Title Association owner's title insurance policy form with all endorsements and coverages reasonably requested by Purchaser, fee simple title ownership of the requirements which Real Property as of the date of the Closing in Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is in an amount not able or is unwilling to cause all exceptions other less than the Permitted Exceptions Real Property Purchase Price, subject at the Closing only to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to standard preprinted Conditions and Stipulations and Exclusions from Coverage contained in said policy that Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of has requested the title policy on insurer to waive, endorse, or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Noticeinsure over for a fee and the title insurer has agreed to waive, endorse or insure over, if any, the terms of this Section 11 of this Agreement are complied with. The Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection acknowledges that the Real Property is subject to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, certain liens and encumbrances, but that at Closing and free subject to approval by the Bankruptcy Court of this Agreement and clear compliance with this Section 11, the Real Property will be transferred to the Purchaser subject only to the Permitted Exceptions and the standard preprinted Conditions and Stipulations and Exclusions from coverage contained in the policy. Said commitment shall be evidence of title as therein shown as to all leasesmatters insured by the owner's title insurance policy. All costs, security interests, restrictions, rights-of-way, easements, encroachments fees and other matters, except premiums for the Permitted ExceptionsCommitment, the resultant basic title insurance policy coverage, and the coverages and endorsements requested by Purchaser, shall be the liability of Purchaser.

Title. A. No later than fifteen Buyer, at its sole expense, within three (153) business days after of the Effective Date, Purchaser shall obtain, at its sole cost and expense, order a current ALTA owner’s title commitment for title insurance commitment, along with underlying documents to include any easement or declarations/CAM affecting the Property, for an Owner’s Title Insurance Policy (collectively, the “Title Commitment”) issued by ). Closing will be conditioned on the Escrow Agentagreement of the Title Company to issue an Owner’s Title Insurance Policy, together with true dated as of the Closing Date, in an amount equal to the Purchase Price, insuring that Buyer will own marketable and complete copies insurable fee simple title to the Property subject only to: the Title Company’s standard exceptions; current real property taxes and assessments; the rights of all exceptions contained thereinthe Tenant, as a tenant only, in possession of the Property, pursuant to the Lease; the Permitted Exceptions, as defined herein. In addition, Purchaser shall orderBuyer shall, at its sole cost and expense, order and obtain an ALTA Survey update of Seller’s survey of the Property (the “Updated Survey”). Upon If such updated survey is not completed prior to the Closing and the parties agree to proceed to a Closing, Seller shall execute a “no change” or equivalent affidavit with respect to the existing survey of the real property, and the parties shall proceed to a Closing provided said affidavit from Seller is enough for the Title Company to remove any survey exception. Buyer shall be allowed ten (10) days after receipt of the said Title Commitment and Survey, Purchaser shall promptly review all such information Updated Survey for examination and shall, no later than thirty five (35) days after the Effective Date, furnish a copy making of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser any title objections thereto (the “Permitted ExceptionsTitle Objections”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions ), said Title Objections to be removed from made in writing or deemed waived (such written notice of ▇▇▇▇▇’s Title Objections to be hereinafter referred to as the “Notice of Objections”). Except as set forth below, any title exception disclosed by the Title Commitment or that there are requirements which Updated Survey and not listed in such Notice of Objections shall be deemed a “Permitted Title Exception” under this Agreement. If Seller is unable shall fail to cure (or unwilling commence to satisfycure) or eliminate all the Title Objections listed in the Notice of Defect within fifteen (15) business days after receipt of the Notice of Objections (the “Title Cure Period”), then Buyer may elect either to: (a) accept the Property subject to the title exception(s) not cured (in which case such title exception(s) shall become a Permitted Title Exception(s) hereunder), or (b) terminate this Agreement and receive an immediate full refund of the ▇▇▇▇▇▇▇ Money. In the event that ▇▇▇▇▇▇ agrees to cure a Title Objection and commences such cure, but the same cannot be cured within five (5) days after the Title Cure Period, the Buyer may, by written notice from Purchaser noting to Seller, preserve such Title Objection such that the cure of such Title Objection shall be a condition precedent to Buyer’s obligation to close. Buyer shall elect to either accept the Property subject to the Permitted Exceptions and requirements, or terminate the Agreement by written notice to Seller shall give notice delivered within three (“Seller’s Notice”3) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from business days following the end of the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted ExceptionsCure Period, and the parties will failure to deliver such election notice shall constitute an election to proceed to Closing. B. Notwithstanding under clause (a) above. Any mortgage, security deed, lien, lis pendens, judgment, or other claim in a liquidated amount incurred by Seller during Seller’s ownership of the provisions of subsection A Property and which constitutes an exception to the contrary, on the Closing Date, as defined below, title to the Property shall not in any event be good and marketablea Permitted Title Exception hereunder, free and clear but such claim shall be paid or satisfied out of all mortgages, liens and encumbrancesthe sums payable by Buyer at Closing, and free and clear the proceeds of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionssale payable to Seller shall be reduced accordingly.

Title. A. No Purchaser, at its expense, shall obtain a title insurance binder from a title insurance company doing business in the State of New Jersey insuring marketable title (as hereinafter defined) to the Property. For the purposes of this Agreement, "marketable title" shall be deemed to be such title as any title insurance company doing business in the State of New Jersey shall insure at standard rates and subject only to the usual printed exceptions and to the Permitted Encumbrances set forth on Exhibit "B" annexed hereto (the "Permitted Encumbrances"). Purchaser shall, by no later than fifteen ten (1510) days after the Effective Date, forward to Seller a copy of its title insurance binder and specify in writing any alleged defects set forth in said binder ("Title Obligations"), failing which Purchaser shall obtainbe deemed to have waived all Title Objections, at its sole cost TIME BEING OF THE ESSENCE as to Purchaser's obligation to so notify Seller. Within two (2) business days following Seller's receipt of said binder and expensenotice of any Title Objections, Seller shall have the right (without being obligated or required to commence litigation or to incur any expenditure of monies), (i) to agree to cause any Title Objection to be removed as a current ALTA owner’s title commitment exception prior to Closing, (ii) to cause another title company to insure marketable title in accordance herewith; or (iii) to take no action with respect to any Title Objections. If Seller causes marketable title to be insured for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In additionProperty, Purchaser shall order, at its sole cost and expense, an ALTA Survey (be required to complete the “Survey”). Upon the receipt purchase of the Property as herein provided. Seller may, if it so elects, postpone the Closing for a period not to exceed sixty (60) calendar days in order to cure a Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted ExceptionsObligation. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfycause marketable title to be insured for the Property, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of have the right, at its sole option, either to (i) Purchaser’s acceptance of waive the Title Objections and accept such additional Permitted Exceptions or requirements title as Seller is able to convey without any diminution in the Purchase Price, or (ii) Purchaser’s objection to such additional Permitted Exceptions and terminate this Agreement. B. Purchaser shall make its election to accept such title as Seller shall be able to convey or to terminate this Contract, in which event Agreement by no later than the Escrow Agent shall immediately forward end of the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such terminationDue Diligence Period. If Purchaser fails shall fail to note its objection in writing to so notify Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptions, elected to waive the Title Objections and accept title without any abatement or reduction in the parties will proceed to ClosingPurchase Price. B. Notwithstanding C. Except for any liens affecting the provisions Property in an amount not to exceed $150,000.00 which were caused by the direct acts of subsection A Seller, Seller shall have no obligation to expend any amounts due to any lienholder of the contraryProperty which are necessary to obtain a release or discharge of such lien in order to cure a Title Objection. To the extent Seller agrees to pay any such sum(s) of money for such purpose, on then, at the option of Seller, such sum(s) may be paid at the Closing Datefrom the Purchase Price. In the event any liens affecting the Property become of record after delivery of the Title Objections which Seller is not required to discharge as provided for above, then Purchaser's sole remedy is to either (i) accept such title as defined belowSeller is able to convey without diminution of the Purchase Price or (ii) terminate this Agreement, in which event Seller shall reimburse Purchaser for its actual costs for title searches, survey and legal fees, but not to exceed $5,000.00 in the aggregate. D. It is understood and agreed that Seller acquired the Property at a foreclosure sale and acquired title thereto by way of a Sheriff's Deed executed and delivered by the Bergen County Sheriff, a copy of which is annexed hereto as Exhibit C. It is further understood and agreed that the Deed conveying title to the Property shall be good and marketable, free and clear convey the same quality of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptionstitle as that conveyed to Seller by such Sheriff's Deed.

Title. A. No later than fifteen (15A) Within thirty (30) days after the Effective Datedate of this Agreement, Purchaser Optionor shall obtainprovide to Optionee a title commitment for an ALTA extended owner's title insurance policy (the "Title Report"), together with full, complete and legible copies of all instruments of record referred to therein, as well as the ALTA survey referred to in Paragraph 5 above (the "Survey"). Optionee may, at its sole cost and expense, a current ALTA owner’s title commitment for option request such endorsements to the title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey policy as Optionee may wish to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunderobtain; provided, however, that Optionee shall pay all costs for such extended coverage and/or endorsements in excess of the indemnity cost of a standard coverage policy. Optionee shall have until the expiration of the Examination Period under the Purchase Agreement between Optionor and Opus for the sale and purchase of the 10-acre Parcel to notify Optionor in subsection 3A hereof shall survive such terminationwriting of any objections which Optionee has to the Title Report or the Survey. If Purchaser Optionee fails to note its give written notice of any objection in writing to Seller’s expansion of the Permitted Exceptions within Title Report or the time permitted hereinSurvey during such Examination Period, then Purchaser Optionee shall be deemed to have accepted such additional approved all matters shown on the Title Report and the Survey. All matters shown on the Title Report and the Survey, except those to which Optionee timely objects, are hereinafter referred to as "Permitted Title Exceptions." Notwithstanding the foregoing, Optionor hereby discloses to Optionee that the Option Parcel is now, and will be at the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A , subject to the contraryexceptions to title set forth on Exhibit "B" attached hereto. Optionee hereby agrees that the exceptions to title set forth on Exhibit "B" and any cross access easements which have been agreed to by Optionor and Optionee shall be "Permitted Title Exceptions," to which Optionee will not object. Within thirty (30) days after Optionee has given notice of its intent to exercise the Option, on Optionor shall provide Optionee with an updated Title Report. At the Closing DateClosing, as defined belowOptionor shall convey the Option Parcel to Optionee by a special warranty deed, title subject only to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Title Exceptions.

Title. A. No later (a) At Closing, the Trust 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) The Partnerships will provide an ALTA Owner's Policy of Title Insurance (the "Title Policy"), preceded by a Commitment (the "Title Commitment"), regarding the Property in the amount of the Consideration, confirming good and marketable title to such Property in the Trust, subject only to the Permitted Exceptions. The Title Policy shall be issued by Chicago Title Insurance Company (the "Title Company"). The Partnerships shall bear all of the expenses in connection with the Title Policy, provided all required endorsements shall be the obligation of Home Properties. The Title Commitment shall be delivered to Home Properties within twenty (20) days after the date of this Agreement, and shall be accompanied by copies of all recorded instruments referred to in the Title Commitment. The Title Policy shall be issued as soon as practicable after the completion of the Closing on the Closing Date. (c) Within twenty (20) days after the date of this Agreement, the Partnerships shall furnish to Home Properties written results of searches (the "UCC Searches") of the records of the Illinois Secretary of State, and of the County in which the Property is located, conducted by the Partnership's legal counsel, for Uniform Commercial Code Financing Statements, tax liens, or the like, in the name of the Trust, the Partnerships, and the General Partner, effective as of a date after the date of this Agreement, accompanied by copies of all documents disclosed by the UCC Searches. The Partnerships shall bear all of the expenses of the UCC Searches. (d) Within twenty (20) days after the date of this Agreement, the Partnerships shall deliver to Home Properties a copy of the currently existing survey pertaining to the Property, which shall have been updated and certified to Home Properties (the "Survey"). The Partnerships shall bear all of the expenses of providing the Survey. (e) If the Title Commitment, UCC Search or Survey discloses exceptions to title other than the Permitted Exceptions, or any other matter which does not conform to the requirements of this Agreement, Home Properties shall so notify the Partnerships in writing, such notice to be furnished to the Partnerships, if at all, within ten (10) days following receipt by Home Properties of the Title Commitment, the UCC Searches and Survey, and the Partnerships shall have the right, but not the obligation, within fifteen (15) days after from the Effective Datedate of the receipt of such notice by the Partnerships (the "Correction Period"), Purchaser shall obtainto have each such unpermitted exception to title removed, or to correct each such other matter, in each case to the satisfaction of Home Properties. If, within the Correction Period, the Partnerships fail 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 cost and expenseexclusive remedy of Home Properties either: (i) terminate this Agreement, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agentin which event this Agreement, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt without further action of the Title Commitment parties, shall become null and Surveyvoid such that neither party shall have any further rights or obligations under this Agreement, Purchaser and Home Properties shall promptly review all such information and shall, no later than thirty five (35) days after be entitled to the Effective Date, furnish a copy immediate return of the Title Commitment and Survey Earnest Money Deposit; or (ii) elect to Seller, together with a statement take title ▇▇ ▇▇▇ Property as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptionsit then is. If Seller determines that it is not able or is unwilling Home Properties fails to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfy, then make either such election within five (5) days after notice from Purchaser noting following the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance expiration of the title policy on or before Closing. Within five (5) days after receipt by Purchaser of Seller’s NoticeCorrection Period, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser Home Properties shall be deemed to have accepted such elected option (ii). Any exception to title (other than a Permitted Exception), or any other matter which does not conform to the requirements of this Agreement, to which Home Properties does not object, as aforesaid, shall be deemed approved by Home Properties, and shall be deemed to be an additional Permitted Exceptions, and the parties will proceed to Closing. B. Exception. Notwithstanding the provisions of subsection A anything to the contrarycontrary contained herein, on the Closing Date, as defined below, title to the Property Partnerships shall be good obligated to remove (or to cause the Title Company to affirmatively insure over) at the expense of the Partnerships: (a) any mortgages or deeds to secure debt regarding any financing obtained by any Partnership, other than the Existing Loan; (b) any mechanic's or materialsman's lien for work done on any Property on behalf of the Partnerships; and marketable, free and clear (c) any other monetary lien against any Property resulting from any act or omission of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsPartnership.

Title. A. No later than fifteen five (155) business days after following the Effective Date, Purchaser shall obtainSeller, at its Seller’s sole cost and expense, shall obtain and deliver a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) for the issuance of an ALTA Form B owner’s policy of title insurance issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey S▇▇▇▇▇▇ Title Guaranty (the “SurveyTitle Insurer”). Upon ) in the receipt amount of the Title Commitment and SurveyPurchase Price, Purchaser shall promptly review all such information and shallshowing title in the Seller’s name, no later than thirty five (35) days after with extended coverage over the Effective Date, furnish so-called general or standard exceptions arising from the actions of Seller but not any Tenant which are a copy part of the Title Commitment printed form of the policy, and Survey to Sellerincluding the following endorsements (collectively, the “Endorsements”): Comprehensive, Separate Tax Parcel Number, Access, Subdivision (if applicable), Contiguity (if applicable), Survey/Location, Zoning, Utility Facility, Modification of Arbitration Clause, Environmental Protection Lien, Gap, Restrictions (as applicable) and Encroachment (as applicable), together with a statement as true, correct and complete copy of every document and instrument of record reflected therein. If Purchaser objects to which any exceptions to title shown in any Title Commitment, Purchaser shall give Seller notice of such objection within ten (10) business days following Purchaser’s receipt of such Title Commitment and all such documents and instruments of record. Any exceptions to title shown on the Title Commitment are acceptable to which Purchaser (the does not so object shall be “Permitted Exceptions”) ; provided, however, that in no event shall the Permitted Title Exceptions include, and Purchaser shall not be required to notify Seller of its objection to, any mortgage, deed of trust or financing statement relating thereto that encumbers the requirements which Purchaser requires Property or any tax, mechanic’s lien or judgment lien relating to or arising from the acts of Seller to satisfy. The parties agree that the Leases are Permitted Exceptionsbut not any Tenant. If Seller determines that it is not able or is unwilling the Title Commitment discloses exceptions to cause all exceptions title other than the Permitted Exceptions and liens securing indebtedness of a definite and ascertainable amount which will be released on the Date of Closing by Seller, Seller shall have five (5) business days from the date of Purchaser’s notice of objection to be have such exceptions removed from the Title Commitment or that there are requirements which Seller is unable or unwilling (or, with the consent of Purchaser, to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from have the Title Commitment and that Seller will satisfy all requirements Insurer commit to insure for the issuance full amount of said policy against loss or damage that may be occasioned by such unpermitted exceptions) and provide evidence thereof to Purchaser, and, if Seller fails to have such exceptions removed (or with the title policy consent of Purchaser insured over), Purchaser may elect, on or before the date of Closing. Within five (5) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of as its sole remedy with respect to such matters (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this ContractAgreement, in which event the Escrow Agent this Agreement shall immediately forward the Deposit to Purchaser, be null and void and neither party shall have any further liability rights or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall hereunder except those that expressly survive such termination. If Purchaser fails , or (ii) to note accept title subject to such unpermitted exceptions with the further right of to pay at Closing the existing first mortgage indebtedness secured by the Property, and cause the Title Insurer to issue its objection in writing endorsement insuring against damage caused by any such unpermitted exceptions caused by Seller after the Effective Date and require Seller to Seller’s expansion pay at Closing the cost of the Permitted Exceptions within premiums and security provided for said endorsement. On the time permitted hereindate of Closing, then Seller shall cause the Title Insurer to issue an owner’s title insurance policy or prepaid commitment therefor, pursuant to and in accordance with the Title Commitment, insuring fee simple title in the Purchaser shall be deemed as of the date of Closing, subject only to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than Buyer shall have a period of fifteen (15) days after from the Effective DateDate (“Buyer’s Title Objection Period”), Purchaser shall obtainto review and approve the Title Report and any Survey obtained by Buyer prior to that date. In the event that Buyer does not approve of the Title Report or any lien, at encumbrances, and other matters reflected on the Title Report or the Survey and Seller does not cause such matter to be removed, Buyer may, prior to 4:00 p.m. C.S.T. on the last day of Buyer’s Title Objection Period, deliver to the Escrow Agent and Seller, written notice of its sole cost and expense, a current ALTA owner’s title commitment for title insurance election to terminate this Agreement (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “SurveyTermination Notice”). Upon the Escrow Agent’s timely receipt of the Title Commitment Termination Notice, Escrow Agent shall immediately return to the Buyer the Deposit together with any accrued interest (subject to any rights of Seller in this Agreement) and Surveythereafter neither Buyer nor Seller shall have any further rights or obligations hereunder except as otherwise expressly provided herein. In the event Buyer fails to timely deliver the Title Termination Notice, Purchaser then Buyer shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy be deemed to have approved of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on contained in the Title Commitment are acceptable to Purchaser Report (the “Permitted Approved Exceptions”) and ). Buyer shall have no further right to object to the requirements condition of title to the Property except as to matters which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from may arise after the Title Commitment or that there are requirements which Seller is unable or unwilling Termination Deadline and prior to satisfy, then within five (5) days after notice from Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice Close of Escrow (“Seller’s NoticeNew Title Exceptions”) ). In the event a New Title Exception is discovered prior to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice Close of Escrow, Buyer shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on or before Closing. Within have five (5) days after receipt of notice of the New Title Exception to deliver to Seller a notice of Buyer’s disapproval of the New Title Exception (“Disapproved Title Item”) and the Close of Escrow shall be extended by Purchaser of Seller’s Noticeup to five (5) days, if anynecessary, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of to allow Buyer to deliver such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunderdisapproval; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser that if Buyer fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions deliver such notice within the time permitted hereinsuch five (5) day period, then Purchaser Buyer shall be deemed to have accepted approved the New Title Exception and such additional New Title Exception shall thereafter conclusively be deemed an Approved Title Exception. Seller shall have until Close of Escrow to attempt to cure any Disapproved Title Item (but shall have no obligation to do so). A Disapproved Title Item shall be considered to be cured and conclusively be deemed to be an Approved Title Exception if such Disapproved Title Item (a) is removed as an exception to the Title Report (and will/does not appear as an exception to the Title Policy), (b) is curable by endorsement or other extended coverage or (c) is otherwise resolved to the satisfaction of Buyer. In no event shall Buyer have the right to disapprove any of the following: (w) current real property taxes and assessments not yet due and payable; (x) matters that would be disclosed by an accurate survey (provided Buyer may object to any adverse matters disclosed by an ALTA Survey during the Investigation Period); (y) Title Company’s standard exceptions to an ALTA extended coverage policy; and (z) all Approved Title Exceptions (collectively, the “Permitted Exceptions, and ”). Seller will not record any new lien or encumbrance on title or remove any current encumbrance on title benefiting the parties will proceed to ClosingReal Property without the consent of Buyer. B. Notwithstanding the provisions of subsection A to the contrary, on the Closing Date, as defined below, title to the Property shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted Exceptions.

Title. A. No later than Provided that title is good and free from all encumbrances, or is an insurable title, except as herein stated and except for: (i) any subdivision, site plan, development, engineering or similar agreement (collectively the "Subdivision Agreement"); (ii) any easements or rights-of-way or licenses which may be required for the maintenance of mutual driveways or for adjoining dwellings; (iii) any registered restrictions or covenants that run with the land; and (iv) minor encroachments of ▇▇▇▇▇, roof overhang, pipes, meters and footings. The Purchaser is not to call for the production of any title deed, survey, abstract or other evidence of title. The Purchaser is to be allowed until fifteen (15) days after before the Effective Date, Purchaser shall obtain, Closing Date to examine the title at its sole cost and the Purchaser’s own expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines within that it time any valid objection to title is not able or is unwilling made in writing to cause all exceptions other than the Permitted Exceptions to Vendor which the Vendor shall be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyremove and which the Purchaser will not waive, then within five (5) days after notice from Purchaser noting this Agreement shall, notwithstanding any intermediate acts or negotiations in respect of such objections, be null and void and the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice Deposits shall be deemed an election returned to the Purchaser by Seller that all exceptions the Vendor without interest and otherwise subject to the terms of this Agreement, and the Vendor shall not be liable to the Purchaser for any costs or damages, or have any other than Permitted Exceptions will be removed from liability to the Title Commitment Purchaser whatsoever. Notwithstanding anything herein contained and that Seller will satisfy all requirements for notwithstanding the issuance provisions of the LTA and any amendments thereto or any successor legislation, where any mortgages, charges, debentures or trust deeds (and any related assignment of rents, transfers of charge, postponements or other instruments related thereto) are registered on title policy on and where discharges, cessations, partial discharges or before Closing. Within five partial cessations thereof are tendered for registration in the appropriate Land Registry Office, such mortgages, charges, debentures or trust deeds (5and any related assignment of rents, transfers of charge, postponements or other instruments related thereto) days after receipt by Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this Contract, in which event the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to be discharged for all purposes once the discharges, cessations, partial discharges or partial cessations have been accepted for registration, notwithstanding that the Parcel Register for Property Identifier has not been signed and certified to reflect such registration and notwithstanding any statutory terms to the contrary as contained in the LTA, as amended, and any successor legislation. Save as to any valid objection so made within such time, the Purchaser shall be conclusively deemed to have accepted such additional Permitted Exceptions, and the parties will proceed to Closing. B. Notwithstanding title of the provisions of subsection A Vendor to the contrary, Real Property. The Purchaser further acknowledges and agrees that the Vendor shall be entitled to respond to some or all of the requisitions submitted by or on behalf of the Closing Date, as defined below, Purchaser through the use of a standard title memorandum or title advice statement prepared by the Vendor's solicitors and that same shall constitute a satisfactory manner of responding to the Property 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 good 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. The cost of any such title insurance policy shall be at the sole cost and marketable, free and clear expense of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for the Permitted ExceptionsPurchaser.

Title. A. No later than fifteen (15a) days after Immediately following the Effective Date, Purchaser shall obtaincause Escrow Agent to issue to Purchaser (with a copy to Seller) a preliminary report for an ALTA Owners Policy for the Property (the “Preliminary Report”), together with copies of all documents relating to title exceptions referred to in the Preliminary Report. (b) On or before thirty (30) days following the receipt of all documents as outlined in Section 9(a), Purchaser shall approve or disapprove, in writing delivered to Seller (the “Purchaser’s Title Notice”), each exception shown on the Preliminary Report (each an “Exception”). Purchaser's failure to timely deliver the Purchaser’s Title Notice shall be deemed to be a disapproval of the Exceptions. (c) If any Exception(s) is/are disapproved or deemed disapproved (each a “Disapproved Exception”), Seller shall have the right, but not the obligation, within twenty (20) days following delivery of Purchaser’s Title Notice, to cause or agree to cause prior to Close of Escrow each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may be, of record, and in a form that is reasonably satisfactory to Purchaser and Escrow Agent, all at its Seller's sole cost and expense, a current ALTA owner’s title commitment for title insurance (the “Title Commitment”) issued by the Escrow Agent, together with true and complete copies of all exceptions contained therein. In addition, Purchaser shall order, at its sole cost and expense, an ALTA Survey (the “Survey”). Upon the receipt of the Title Commitment and Survey, Purchaser shall promptly review all such information and shall, no later than thirty five (35) days after the Effective Date, furnish a copy of the Title Commitment and Survey to Seller, together with a statement as to which exceptions shown on the Title Commitment are acceptable to Purchaser (the “Permitted Exceptions”) and the requirements which Purchaser requires Seller to satisfy. The parties agree that the Leases are Permitted Exceptions. If Seller determines that it is not able or is unwilling to cause all exceptions other than the Permitted Exceptions to be removed from the Title Commitment or that there are requirements which Seller is unable or unwilling to satisfyobtain a discharge, satisfaction, release, or termination of any Disapproved Exception within the 20-day period specified above, then within five this Agreement shall automatically terminate ten (510) business days after notice from expiration of the 20-day period for curing the Disapproved Exceptions, or after Seller advises Purchaser noting the Permitted Exceptions and requirements, Seller shall give notice (“Seller’s Notice”) to Purchaser stating those other exceptions which must be included as additional Permitted Exceptions and those requirements which in writing that Seller is unable or unwilling to satisfy. Failure by Seller to give Seller’s Notice shall be deemed an election by Seller that all exceptions other than Permitted Exceptions will be removed from the Title Commitment and that Seller will satisfy all requirements for the issuance of the title policy on cause such discharge, satisfaction, release, or before Closing. Within five (5) days after receipt by termination, whichever occurs first, unless within such 10-business-day period Purchaser of Seller’s Notice, if any, Purchaser shall give Seller written notice of (i) Purchaser’s acceptance of waives in writing each such additional Permitted Exceptions or requirements or (ii) Purchaser’s objection to such additional Permitted Exceptions and its election to terminate this ContractDisapproved Exception, in which event such Disapproved Exception(s) shall be deemed Approved Exception(s) under this Agreement. If this Agreement terminates pursuant to the foregoing sentence, then Seller and Purchaser shall equally pay all charges of the Escrow Agent shall immediately forward the Deposit to Purchaser, and neither party shall have any further liability or obligations to the other hereunder; provided, however, the indemnity in subsection 3A hereof shall survive such termination. If Purchaser fails to note its objection in writing to Seller’s expansion of the Permitted Exceptions within the time permitted herein, then Purchaser shall be deemed to have accepted such additional Permitted Exceptionsconnection with this transaction, and the parties will proceed shall be relieved of all further obligations and liabilities to Closing. B. Notwithstanding each other under this Agreement except as otherwise provided herein, and all funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the provisions of subsection A case may be, by Escrow Agent to the contrarydepositing party. Anything above to the contrary notwithstanding, on it is understood and agreed that Purchaser's indemnity obligations under Section 8 above, and the Closing Date, as defined indemnities under Section 17 below, title shall not terminate upon termination of this Agreement pursuant to the Property this or any other provision hereof. All Exceptions approved or deemed approved by Purchaser shall be good and marketable, free and clear of all mortgages, liens and encumbrances, and free and clear of all leases, security interests, restrictions, rights-of-way, easements, encroachments and other matters, except for referred to as the Permitted Approved Exceptions.”