Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;

Title and Survey Review. The condition (a) Purchaser shall have obtained title insurance commitments for each of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance Real Properties (individually, individually a “Title Commitment” and collectively, together the “Title Commitments”) prepared and copies of all exception documents referenced therein, naming Purchaser as the proposed insured for an owner’s title insurance policy in the amount of the Purchase Price allocated to each Real Property. The cost of such Title Commitments and title insurance shall be paid by First American Purchaser. The Title Commitments shall be issued by Chicago Title Insurance Company or other insurer chosen by Purchaser (the “Title Company”) with respect to each Real Property). Buyer may request from the Title Company an updated Title CommitmentPurchaser shall have reviewed and approved, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyerin Purchaser’s sole cost discretion, all encumbrances, exceptions, requirements, terms, conditions and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, other matters contained in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters or disclosed by the Title Commitments and confirmed to its satisfaction that it can obtain any and all endorsements and modifications to the Title Commitments reasonably required by Purchaser in Purchaser’s sole discretion, and Purchaser shall obtain a closing “xxxx-up” of the Title Commitments creating a legally binding obligation to issue a policy of title insurance with Purchaser and, if requested by Purchaser, Purchaser’s lender(s) as the insured(s). Purchaser may obtain, at Purchaser’s cost and expense, an ALTA survey of each of the Real Properties reasonably acceptable to Purchaser certified to such parties as Purchaser may require which shows and discloses no encroachments onto the Real Property shown on such Survey or over the boundaries of the Real Property, and no easements or other than (A) those matters which that would adversely affect Purchaser’s intended use of the Real Property. Any exceptions added by the Title Company has removed from the to any Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined)after its review of a Survey shall be deemed New Title Defects. “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichIf, prior to the expiration Closing Date, Purchaser discovers any condition of title not acceptable to Purchaser, in Purchaser’s sole discretion, (any such matter referred to hereinafter referred to as a “Title Defect”) including any raised by any updates to a Title Commitment which disclosed an exception or encumbrance not disclosed previously to Purchaser (any such matter referred to hereinafter referred to as a “New Title Defect”), Purchaser shall notify Sellers of same and the applicable Seller shall cure such Title Defect or New Title Defect. If the Title Defect or New Title Defect cannot be corrected in a manner acceptable to Purchaser prior to Closing, in Purchaser’s reasonable discretion, prior to the date set for Closing, Purchaser may, at its option and as its sole remedy: (i) remove the Real Property with the uncured Title Defect from the Assets purchased and reduce the Total Consideration by the portion of the Due Diligence Period, Total Consideration allocated to such Real Property on Schedule 2.4; or (ii) accept title to the affected Real Property subject to such Title Defect or New Title Defect and proceed to Closing with the right to deduct from the Total Consideration the portion allocated to such Real Property of any liens or encumbrances constituting the Title Company has agreed in writing to include in the applicable Defect or New Title Policy Defect of a definite or Seller has agreed in writing to cause to be included in ascertainable amount and such Title Policy;Defect or New Title Defect shall be a Permitted Encumbrance.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment ordered updated surveys for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey Project (the “Surveys”). It Buyer shall review the Surveys and the title commitments (“Title Commitments”) to be a condition issued by First American Title Insurance Company, whose address is 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (“Title Insurer”). Subject to Closing that Article 5(c), and except for the Dublin Project, Buyer shall have until the Effective Date to (i) examine the Title Company shall be committed Commitments and the Surveys for the Projects, and (ii) give written notice to issue Seller of any objections that Buyer may have to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” or survey (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title PolicyObjection Notice”). The following matters If Buyer shall fail to timely deliver the Title Objection Notice, Buyer shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from to have waived such right to object to any title exceptions or defects contained in the Title Commitment or shown on the Survey. If Buyer does timely deliver the Title Objection Notice to Seller, Seller shall elect, by written supplement and notice delivered to Buyer within ten (B10) those business days following Seller’s receipt of the Title Objection Notice (the “Mandatory Cure Items” Response Period”) to either endeavor to cure or satisfy any particular objection(s) at or prior to Closing or not to so cure or satisfy any particular title objection(s) (as hereinafter definedthe “Title Response Notice”). “Mandatory Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed sixty (60) days, in order to undertake to cure or satisfy any particular objection(s) raised by Buyer in the Title Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within three (3) days prior to the scheduled Closing Date, of its election to so adjourn the Closing. To the extent Seller shall fail to deliver the Title Response Notice to Buyer within the time required therefor or shall elect not cure any particular title objection(s) by Closing, then Buyer may elect, by written notice to Seller given within the earlier of (x) five (5) business days after delivery of the Title Response Notice or (y) the expiration of the Cure Items” Response Period, either to (a) partially terminate this Agreement, however, such partial termination shall mean only affect the Project applicable to such failure of delivery or election, and this Agreement shall otherwise continue in full force and effect, in which case the Xxxxxxx Money allocated to the terminated Project shall be returned to Buyer by Escrow Agent and the parties shall have no further rights or obligations hereunder with respect to the terminated Project, except for those which expressly survive any such termination, or (1b) those matters which waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Purchase Price. Seller has agreed in writing shall not be required to cause cure any matter objected to by Buyer, except that Seller shall be removed obligated to cure, release of record or omit from the title commitment at or before prior to Closing in accordance withthe following: (i) the lien of any mortgage, and subject to, Paragraph 3(c), (2) any mortgages, deeds deed of trust or other similar encumbrance trust deed evidencing outstanding any indebtedness owed, or voluntarily created assumed or taken subject to by Seller which can be satisfied by Seller, (ii) tax liens for delinquent Taxes, (iii) mechanics liens for work or materials supplied to the payment of an ascertainable amount of money, Project and (3iv) any mechanic’s, materialman’s or broker’s liens filed against pursuant to an agreement between Seller and a Property as a result broker. If Buyer fails to so give Seller notice of Seller’s acts its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (b) above. If Seller does so reasonably cure or omissions (e.g.satisfy, failure or undertake to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichreasonably cure or satisfy, prior such objection to the expiration satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the Due Diligence Periodright at any time to waive any objections that it may have made and, the Title Company has agreed thereby, to preserve this Agreement in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;full force and effect.

Title and Survey Review. The condition of the title to the Properties. (e) Prior to the Effective Dateexecution and delivery hereof, Seller has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser (i) a preliminary title report or commitment for the Shoppes at Parkland Real Property dated with an effective date of February 29, 2016 (the “Shoppes at Parkland PTR”) and (ii) a preliminary title insurance commitment for the University Palms Real Property dated with an effective date of February 18, 2016 (individually, a the “Title CommitmentUniversity Palms PTR” and collectivelytogether with Shoppes at Parkland PTR, the “Title CommitmentsPTRs”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTRs. Purchaser shall have until June 14, 2016 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “Title Notice”) to Sellers and Title Company of any matters shown on the PTRs and/or the Updated Surveys which are not satisfactory to Purchaser. If Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTRs and all matters revealed in the Updated Surveys, subject to Sellers’ obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Sellers 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. To the extent Purchaser timely delivers a Title Notice, then Sellers shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Sellers shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Sellers’ Response”). It shall be a condition If Sellers do not deliver Sellers’ Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Sellers and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTRs and the Updated Surveys (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Sellers and Title Company have not received a Termination Notice from Purchaser by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance withContingency Date, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., such failure to pay) which can deliver same shall be satisfied by the payment deemed Purchaser’s waiver of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior all objections to the expiration of PTRs and the Due Diligence PeriodUpdated Surveys that Seller did not agree to cure by Closing, the Title Company has agreed subject to Sellers’ obligations set forth in writing to include Section 6.2(c) below and as otherwise expressly provided in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition of the title to the Properties. (e) Prior to the Effective Dateexecution and delivery hereof, Seller has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser (i) a preliminary title report or commitment for the Cherokee Plaza Real Property dated with an effective date of February 25, 2016 (the “Cherokee Plaza PTR”), (ii) a preliminary title insurance commitment for the Xxxxx Plains Exchange Real Property dated with an effective date of February 19, 2016 (individuallythe “Xxxxx Plains Exchange PTR”) and (iii) a preliminary title commitment for the Xxxxxxxx Bridge Commons Real Property dated with an effective date of February 21, a 2016 (the “Title CommitmentXxxxxxxx Bridge Commons PTR” and collectivelycollectively with Cherokee Plaza PTR and the Xxxxx Plains Exchange PTR, the “Title CommitmentsPTRs”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTRs. Purchaser shall have until June 14, 2016 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “Title Notice”) to Sellers and Title Company of any matters shown on the PTRs and/or the Updated Surveys which are not satisfactory to Purchaser. If Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTRs and all matters revealed in the Updated Surveys, subject to Sellers’ obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Sellers 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. To the extent Purchaser timely delivers a Title Notice, then Sellers shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Sellers shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Sellers’ Response”). It shall be a condition If Sellers do not deliver Sellers’ Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Sellers and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTRs and the Updated Surveys (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Sellers and Title Company have not received a Termination Notice from Purchaser by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance withContingency Date, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., such failure to pay) which can deliver same shall be satisfied by the payment deemed Purchaser’s waiver of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior all objections to the expiration of PTRs and the Due Diligence PeriodUpdated Surveys that Seller did not agree to cure by Closing, the Title Company has agreed subject to Sellers’ obligations set forth in writing to include Section 6.2(c) below and as otherwise expressly provided in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition of the title to the Properties. (e) Prior to the Effective Dateexecution and delivery hereof, Seller has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser a preliminary title report or commitment for title insurance the Real Property dated with an effective date of June 7, 2016 (individually, a “Title Commitment” and collectively, the “Title CommitmentsPTR”) prepared by First American Title Insurance Company and copies of all underlying title documents described in the PTR. Purchaser shall have until June 14, 2016 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “SurveysTitle Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTR and all matters revealed in the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Seller 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. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Seller’s Response”). It shall be a condition If Seller does not deliver Seller’s Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Seller and Title Company have not received Termination Notice from Purchaser by the Title Commitments other than (A) those matters which Contingency Date, such failure to deliver same shall be deemed Purchaser’s waiver of all objections to the Title Company has removed from PTR and the Title Commitment Updated Surveys that Seller did not agree to cure by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing Closing, subject to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to payobligations set forth in Section 6.2(c) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed below and as otherwise expressly provided in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition of During the Due Diligence Period, HSRE shall review: Extra Space’s existing title insurance policies with respect to the Properties. Prior Property and Extra Space’s existing surveys with respect to the Effective DateProperty. HSRE may order, Seller has provided to Buyer an ALTA at HSRE’s expense, updates on the existing surveys. HSRE may, at its sole expense, obtain during the Due Diligence Period any additional title report or commitment for title insurance commitment(s) (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from Chicago Title Insurance Company Company, National Office, at 000 X. Xxxxx Street, 3rd Floor, Chicago, IL 60601, Attention: Xxxxxx X. Xxxxx, as the “Escrow Agent” or “Title Insurer”, or survey updates desired by HSRE. HSRE shall work directly with the Title Insurer to resolve any objections to exceptions set forth on the Title Commitments and shall provide Extra Space with copies of final, revised Title Commitments or pro forma policies, which set forth only those title exceptions that have been accepted by HSRE (the “Approved Title CompanyMatters”) ). Extra Space shall have no obligation to remove any exceptions to title reflected on the Title Commitments except liens of an ascertainable amount created by Extra Space (but specifically not including liens to secure the Existing Indebtedness), including mechanics’ and materialmen’s liens filed against the Extra Space and judgment liens filed against the Property with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitmentjudgments obtained against Extra Space, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It which liens Extra Space shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed as exceptions to the Title Policy at Closing (and if Extra Space fails to remove such matters as exceptions, by bonding over such matters or before Closing in accordance withotherwise, and subject to, Paragraph 3(cHSRE may direct that a portion of the Extra Space Distribution Amount be applied to remove same), (2) . Extra Space further agrees to remove any mortgages, deeds of trust exceptions or other similar encumbrance evidencing outstanding indebtedness voluntarily encumbrances to title which are created by Seller which can be satisfied by Extra Space after the payment date of an ascertainable amount of money, and (3) any mechanic’s, materialmanthis Agreement without HSRE’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by consent. HSRE may terminate this Agreement if the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to Title Company revises the Title Report after the expiration of the Due Diligence Period, Period to add exceptions if such additions are not reasonably acceptable to HSRE and are not removed as exceptions to the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;at Closing.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and At least three (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Business Days prior to the expiration of the Due Diligence Inspection Period, the Purchaser shall notify the Seller of any matters identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which the Purchaser finds objectionable in its sole and absolute discretion. Seller shall have two (2) Business Days from its receipt of a title objection notice from Purchaser to notify Purchaser in writing whether Seller commits to cause such objections to be removed from the land records or insured against (and with any matters proposed to be insured against by Seller or Title Company, in a manner satisfactory to Purchaser in its sole discretion) at Closing, provided, however that Seller shall be obligated to remove or cause the removal from the land records of all Voluntary Liens at or prior to Closing. To enable the Seller to make conveyance as herein provided, the Seller may, at the time of delivery of the deed, cause the Escrow Agent to use the Purchase Price or any portion thereof to clear the title of any or all monetary liens and encumbrances, provided that all instruments so procured are recorded simultaneously with the delivery of said deed or arrangements have been made for the subsequent recordation in accordance with usual conveyancing practices and the Title Company is ready, willing and able to issue the Title Policy to the Purchaser without any exceptions for such monetary liens and encumbrances.Except as to any title objections that are based on any item or items listed on Schedule 3 attached hereto, regarding which the Seller shall have no obligation to attempt to cure, Seller shall use commercially reasonable good faith efforts to cure all title objections raised by Purchaser, provided, however, that Seller shall, subject to the preceding sentence relating to the obtaining discharge documents post-Closing in accordance with usual conveyancing practices, be obligated to remove or cause the removal from the land records of all Voluntary Liens at or prior to Closing. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any title objections (other than Voluntary Liens) raised by Purchaser, the Seller shall give the Purchaser notice thereof, it being understood and agreed that the failure of the Seller to give such notice within two (2) Business Days after receipt of the Purchaser’s notice of objection shall be deemed an election by the Seller not to remedy any such matters. If the Seller shall be unable or unwilling to remedy any matters (other than Voluntary Liens which Seller shall be obligated to cure or remove as provided herein) as to which the Purchaser has agreed objected, the Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within two (2) Business Days following the Purchaser’s receipt of the Seller’s notice or following the failure of the Seller to give such a notice, whereupon the Deposit shall be refunded to the Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in writing to include accordance with the terms and conditions of this Agreement, notwithstanding such matter and without any abatement or reduction in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Purchase Price on account thereof.

Title and Survey Review. The condition Buyer shall, during the Inspection Period, review title and survey matters. Buyer shall cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer and the Title Company. Such title commitment and survey being referred to as “Title Evidence”. By the end of the Inspection Period, Buyer will make such written objections (“Title Objections”) to the Propertiesform and/or contents of the Title Evidence as Buyer may wish. Prior Buyer’s failure to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “make Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) Objections with respect to each Real Propertya particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition “Permitted Exception” hereunder. Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, to Closing that cure the Title Company Objections, and shall be committed use reasonable efforts to issue to Buyer an ALTA extended coverage Owner’s Policy of cure any and all Title Insurance for each PropertyObjections, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment liens of an ascertainable amount of money, and created by Seller that encumber the Property (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay“Monetary Liens”) which can be satisfied Seller shall remove or cure by the payment of an ascertainable funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Insurance Commitment and which are not consented to by Buyer under the terms hereof. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Buyer in the amount of moneyany Monetary Liens which are unsatisfied on the Closing Date. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured prior to Closing, Buyer will have the expiration option as its sole and exclusive remedies to (i) terminate this Agreement and receive a refund of the Due Diligence Period, Escrowed Amount in accordance with the Title Company has agreed in writing Deposit Escrow Agreement or (ii) proceed to include close with a reduction in the applicable Purchase Price for any Title Policy Objections uncured by Seller. Notwithstanding anything contained herein to the contrary, other than the clearance of Monetary Liens, Seller shall not be obligated to clear or Seller has agreed in writing expend money to cause dispose of Title Objections or to be included in such Title Policy;undertake any legal action to do so.

Title and Survey Review. The condition (a) Within twenty (20) days of the title to the Properties. Prior to the Effective Date, Seller has provided to shall, at its sole cost and expense, obtain and provide Buyer an ALTA with a copy of a current title report or commitment for an owner’s policy of title insurance from Escrow Agent in favor of Buyer for each separate Area of the Property for the Purchase Price of that Area, together with legible copies of all of Schedule B items, and all other recorded items pertaining to the Property (individuallyeach, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property). Buyer may request from shall be responsible for the Title Company an updated Title Commitment, together with copies cost of all documents referred to therein, for any or all of the Propertiesendorsements requested by Buyer. Prior to the Effective Dateexpiration of the Primary Contingency Period, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s its sole cost and expense, obtain an update a survey of each survey the Property or any Area prepared by a licensed Indiana surveyor made in accordance with 2016 minimum standard detail requirements for ALTA/NSPS land title surveys with Table A Items 1-5, 6(a), 7(a) (if applicable), 8, 11, 13, 16-19, and 20 ($1,000,000) (or such other or different Table A Items as Buyer shall elect in its reasonable discretion) (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to at its sole cost and expense, within twenty (20) days after the “Permitted Exceptions” resolution of all Objections (as hereinafter defined) defined and including only as set forth below), shall initiate the proceedings to split the portion of the Property that is identified as Tax Parcel ID 06-04-06-000-011.000- 021 (the “Endorsements” Platted Parcel”) to both parties’ reasonable satisfaction and to split the Platted Parcel to create Area B and that portion of the Platted Parcel that comprises Area C. Buyer, at its sole cost and expense, shall effectuate a plat of the Platted Parcel (as hereinafter defined) (individually and collectively, the “Title PolicyPlat”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration Closings of Area B and Area C; provided, however, the parcel split and recordation of the Due Diligence PeriodPlat shall not be required if the parties mutually determine such split and recordation is not required to legally effectuate the conveyance of Area B to the Buyer. Seller and Buyer agree to cooperate with each other to effectuate the split of the Platted Parcel if the parties mutually determine the Plat is not required, the Title Company has agreed in writing to include in the applicable Title Policy but some other action, consent, or Seller has agreed in writing to cause to be included in such Title Policy;agreement is required.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Datedate hereof, Buyer has obtained the Commitment, copies of all of the Title Documents, and the Survey and has furnished Seller copies of the same. Buyer hereby confirms its receipt, and hereby confirms its approval, of the Commitment and the Survey, subject to the matters contained in the Title Objections (hereinafter defined). Buyer has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American caused Lawyers Title Insurance Company Corporation (in such capacity, the “Title Company”) to prepare a title insurance commitment, including such affirmative insurance and endorsements as Buyer may reasonably desire (the “Commitment”). Buyer has obtained an ALTA/ACSM as built survey of the Real Property (the “Survey”), certified to Buyer, the Title Company, and any lender of Buyer. Such Commitment and Survey are referred to as “Title Evidence”. Buyer has delivered to Seller written objections (“Title Objections”) as to the form and/or contents of the Title Evidence and, except for the Title Objections, Buyer has waived title objections with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies all matters of all documents referred to therein, for any or all of the Properties. Prior record affecting title to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Real Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (Aa) those matters which arising after the Title Company has removed from effective date of the Title Commitment by written supplement and (Bb) those “Mandatory Cure Items” Monetary Liens (as hereinafter defined). Except as otherwise set forth herein, any title or survey material not objected to by Buyer in the Title Objections shall be a “Mandatory Cure ItemsPermitted Exception” shall mean (1) those matters which Seller has agreed in writing hereunder. Notwithstanding the foregoing, with respect to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the liens securing payment of an ascertainable amount of money(“Monetary Liens”), and (3) any mechanic’s, materialman’s Seller shall remove or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied cure such Monetary Liens by the payment of an ascertainable amount funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date hereof and which are not consented to by Buyer under the terms hereof; provided, however that Seller shall not be obligated to incur costs in excess of money$25,000 in the aggregate to remove involuntary monetary liens and any other title clearing efforts that Seller is obligated to undertake. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured or waived by Buyer prior to Closing, Buyer will have the expiration option as its sole and exclusive remedies to (i) terminate this Agreement and receive a refund of the Due Diligence Period, Escrowed Amount in accordance with the Title Company has agreed in writing Deposit Escrow Agreement or (ii) proceed to include close without any reduction in the applicable Purchase Price. If Buyer elects the latter, any uncured Title Policy or Seller has agreed in writing to cause to Objections shall be included in such Title Policy;deemed a Permitted Exception.

Title and Survey Review. The condition of During the Title and Survey Review Period, Purchaser shall review title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which Commitment and the Title Company Survey, provided that Purchaser has removed from received the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” within the time period specified herein, Purchaser shall mean (1) those matters which Seller has agreed make any objections thereto in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), Seller no later than ten (210) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the expiration of the Due Diligence Inspection Period. Seller may respond to Purchaser's objections in writing no later than three (3) days prior to the expiration of the Inspection Period. Seller's failure to provide a written response within said three (3) day period shall be deemed Seller's refusal to cure any Purchaser objection other than as set forth in this Section 5.3. Seller shall have no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions (excluding standard exceptions that are part of the promulgated title insurance form for the Title Policy) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Survey which have not been objected to as of the end of the Inspection Period; real estate taxes for the year in writing to include in which the applicable Title Policy Closing occurs which are not yet due and payable; rights of tenants under the Leases; rights of tenants or Seller has agreed in writing to cause to be included in such Title Policy;licensees under License Agreements; and any licensees under any Service Contracts (approved by Purchaser) not terminated as of Closing.

Title and Survey Review. The condition of the MPT Parties shall order title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance commitments (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from the Title Insurance Company Company, surveys and a zoning reports for the Real Property promptly after the Effective Date (the expenses associated with such commitments, surveys and reports, the “Title CompanyExpenses”). Subject to Section 6.5, the Prospect Medical Parties shall be responsible for and shall pay and be responsible for all Title Expenses. The MPT Parties shall promptly provide the Prospect Medical Parties with written notice of its objection (an "Objection") to any matters shown in the Title Commitments, surveys or zoning reports (“Title Matters”). All Title Matters with respect to which the MPT Parties fail to object to the Prospect Medical Parties in writing thirty (30) days after the MPT Parties’ receipt of the Title Commitments (including legible copies of all listed title exception documents) with respect to each Real Property. Buyer may request from matters shown thereon, thirty (30) days after the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all MPT Parties’ receipt of the Properties. Prior survey with respect to matters shown thereon, or thirty (30) days after the Effective Date, Seller has provided MPT Parties’ receipt of the zoning report with respect to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertymatters shown thereon, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyercase, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “included in the definition of Permitted Exceptions”: all matters disclosed by the Title Commitments Encumbrances; provided, however, in no event shall tax liens or Encumbrances securing Indebtedness be deemed Permitted Encumbrances, other than the Foothill Intercompany Loan (Aas herein defined) those matters which shall be subordinated as required pursuant to Section 6.2(h). In the event that the Closing of the Special Condition Property is delayed beyond the applicable period for which the Title Company has removed will remove the survey exception from the applicable Title Commitment, the MPT Parties shall be permitted to obtain an updated survey thereof. If any Encumbrance other than a Permitted Encumbrance not revealed in any Title Commitment or survey is discovered by the MPT Parties or by the Title Company and is added to the Title Commitment by written supplement and the Title Company (Bor to any subsequent survey, if applicable) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration applicable Closing, the MPT Parties shall have until the earlier of (i) ten (10) days after the MPT Parties’ receipt of the Due Diligence Periodupdated, revised Title Commitment (or subsequent survey, if applicable) showing such new title exception, together with a legible copy of any such new matter, or (ii) the date of the applicable Closing, to provide the Prospect Medical Parties with an Objection to any such new title exception. The MPT Parties and Prospect Medical Parties shall reasonably cooperate and work together in good faith to resolve each Objection raised by the MPT Parties to the extent same is not a Permitted Encumbrance. Seller shall not under any circumstance be required or obligated to eliminate any Objection or Encumbrance, including without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Objection or Encumbrance or to arrange for title insurance insuring against enforcement of same, notwithstanding that Seller may have attempted to do so; provided, however, Seller shall satisfy all Mandatory Objections. If the Prospect Medical Parties do not remove or cure any Encumbrance which is not a Permitted Encumbrance prior to the applicable Closing Date, or if the Title Company has agreed in writing is unable to include in issue at the applicable Closing an owner’s (or lender's, as the case may be) title insurance policy insuring good and marketable title to any portion of the Real Property free and clear of all Encumbrances other than the Permitted Encumbrances, Prospect Medical shall have the right to adjourn the scheduled the applicable Closing Date, one (1)-time only, for up to thirty (30) days in order to eliminate or endeavor to eliminate such Encumbrance which is not a Permitted Encumbrance, provided, that, once such matters are eliminated, Prospect Medical shall provide the MPT Parties at least five (5) Business Days’ notice before such newly scheduled Closing Date. If despite, and after such thirty (30) day adjournment, the Seller does not remove or cure any Encumbrance which is not a Permitted Encumbrance prior to the applicable Closing Date, or if the Title Policy Company is unable to issue at the applicable Closing an owner’s (or Seller has agreed in writing lender's, as the case may be) title insurance policy insuring good and marketable title to cause any portion of the Real Property free and clear of all Encumbrances other than the Permitted Encumbrances, then the MPT Parties shall have the right, at the MPT Parties' option, to be included in terminate this Agreement by written notice to the Prospect Medical Parties with respect to all of the Real Property or the portion of the Real Property affected by such Title Policy;objectionable title matter.

Title and Survey Review. The condition Purchaser shall have a period of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance ten (individually, a “Title Commitment” and collectively, the “Title Commitments”10) prepared by First American Title Insurance Company days (the “Title Companyand Survey Review Period”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all receipt of the Properties. Prior Title Commitment to review the Effective Date, Title and Survey and to provide notice in writing to Seller has provided as to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey any matters therein to which Purchaser objects (the “SurveysObjections”). It shall be a condition If Purchaser fails to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, provide such notice prior to the expiration of the Due Diligence Title and Survey Review Period, Purchaser shall be deemed to have approved and accepted Title and Survey and all matters set forth on Schedule B of the Title Company has agreed Commitment shall be deemed permitted exceptions (referred to as “Permitted Exceptions”), and Purchaser shall accept title to the Real Estate subject to such Permitted Exceptions. If Purchaser notifies Seller in writing of any Objections prior to include in the applicable expiration of the Title Policy and Survey Review Period, Seller shall then have a period of five (5) days after its receipt of such notice to (i) use its reasonable efforts to cure the Objections (provided Seller shall have no obligation to cure any of the Objections), or Seller has agreed (ii) to notify Purchaser in writing of any Objections Seller cannot or will not cure (the “Cure Notice”). If Seller fails to cause deliver a Cure Notice in accordance herewith, Seller shall be deemed to be included in such Title Policy;accept the obligation to cure the Objections prior to Closing. Upon Purchaser’s receipt of the Cure Notice, Purchaser shall have fifteen (15) days to either (i) terminate this Agreement by written notice to Seller, with neither party hereto being thereafter obligated to the other, except as to those provisions that expressly survive hereunder, or (ii) waive the Objections by written notice to Seller and proceed to Closing with all uncured Objections constituting Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller may not, at any time after the Effective Date, place any encumbrances and/or restrictions on the Real Property without the prior written consent of Purchaser.

Title and Survey Review. The condition (a) Buyer shall have the right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Real Property (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”"Survey"). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” No later than ten (as hereinafter defined10) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, business days prior to the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Company has agreed Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived) but Seller shall incur no cost in connection therewith, or (ii) terminate this Agreement, provided, however, Seller shall have no obligation to cure an objection relating to the Survey. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). Notwithstanding the foregoing, all Monetary Liens affecting the Property which are junior in right to Seller's Prior Mortgage Security shall be extinguished by the completion of the Foreclosure Action which shall be full satisfaction of the foregoing obligation to discharge the same. In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to include either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement. If Buyer fails to give written notice to Seller of any objection to title or survey within the applicable Title Policy or Seller has agreed in writing Due Diligence Period, then Buyer shall be deemed to cause to be included in have approved the state of title and survey as of the date of such Title Policy;title and survey reports are issued, except for Monetary Liens.

Title and Survey Review. The condition (a) Within Three (3) days of the Date of this Agreement, Seller shall provide Buyer with a copy of the title insurance commitment issued by Chicago Title Insurance Company, to Seller with regards to the Propertiespurchase of the Property. Prior to Within Fifteen (15) days of the Effective DateDate of this Agreement, Seller has provided to Buyer an ALTA title report or commitment for shall obtain a title insurance commitment to insure the Property (individually, a the “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from Chicago Title Insurance Company Company, through its agent, Riverside Abstract, LLC (the “Title Company”) ). Buyer agrees to give Seller written notice of any objections Buyer has regarding title matters with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from shown on the Title Commitment by written supplement and (Bcollectively, “Buyer’s Objections”) those “Mandatory Cure Items” at least ten (as hereinafter defined). “Mandatory Cure Items” shall mean (110) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the expiration of the Due Diligence Period, Inspection Period (the “Title Company has agreed Objection Deadline”). Buyer waives any title objections it does not make in writing to include in Seller before the applicable Title Policy or Objection Deadline. If Seller has agreed does not respond in writing to Buyer’s Objections within five (5) business days after Buyer deliver its Buyer’s Objections, Seller will be deemed to have refused to cure or cause to be included cured any of Buyer’s Objections except that Seller will be deemed to have agreed to cure any liens on the Property imposed by, or caused by, Seller, during its ownership of the Property. If Seller agrees to cure or cause to be cured one or more Buyer’s Objection (collectively, the “Objections to be Cured”), Buyer’s obligation to close on the applicable portion of the Property at each Closing is contingent upon (i) Seller curing such Objections to be Cured to the Title Company’s satisfaction to remove the objection or provide reasonable affirmative coverage over such objection and (ii) there being no new title exceptions that would be reflected on an updated Title Commitment occurring after the later of the Date of this Agreement or the date of the Title Commitment not removed or fully satisfied by the Seller prior to the applicable Closing or not otherwise approved by Buyer, with such approval not to be unreasonably withheld, conditioned, delayed, or denied, except that new title exceptions involving: (A) the addition of the Property to the coverage of the Declaration of Protective Covenants, Restrictions, Easements, Charges and Liens for Waterbridge dated August 8, 2006, and recorded August 24, 2006, in Deed Book 3147 at Page 901 (as amended and assigned, the “Waterbridge Declaration”) and the applicability of the terms, conditions, covenants, restrictions, easements, and other matters set forth therein to the Property, (B) the imposition, amendment or modification of architectural review guidelines and procedures affecting the Property in accordance with the Waterbridge Declaration, (C) the imposition, amendment, or modification of rules and regulations affecting the Property and/or common areas within the Waterbridge development in accordance with the Waterbridge Declaration, (D) imposition of easements, restrictions, and other matters affecting the Property related to the general development of the Property into Lots within the Waterbridge community provided such easements, restrictions, and other matters do not have a material adverse effect on the ability of the Buyer to construct single family homes on the Lots consistent with the requirements of the Waterbridge Declaration and the ARC Guidelines (as defined in Section 21 below) and procedures affecting the Property which have been adopted and recorded prior to the Initial Closing, and (E) title exceptions created or suffered by Buyer, shall all be considered Permitted Exceptions which have been deemed approved by Buyer (the “Title Policy;Closing Contingency”). Seller may, but shall have no obligation to cure or cause to be cured any or all of Buyer’s Objections with any such cure being at Seller’s sole costs or that of the current owner of the Property. If Seller does not agree to cure all of Buyer’s Objections prior to the end of the Inspection Period, Buyer may terminate this Agreement in accordance with Section 7 hereof. Following the expiration of the Inspection Period, without termination of this Agreement by Buyer, any Buyer’s Objections which are not designated by Seller as Objections to be Cured shall be deemed waived by Buyer and shall be Permitted Exceptions, as defined in Section 12 below.

Title and Survey Review. The condition Following its receipt thereof, Buyer shall review the Due Diligence Materials relating to title and survey matters. Buyer shall promptly cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from a title insurance company of Buyer's election (the "Title Company"). Buyer may also promptly cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer, the Title Company, and any lender of Buyer. Such title commitment and survey being referred to the Propertiesas "Title Evidence". Prior to the Effective Closing Date, Seller has provided Buyer will make such written objections ("Title Objections") to the form and/or contents of the Title Evidence as Buyer an ALTA title report or commitment for title insurance (individually, a “may wish. Buyer's failure to make Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) Objections with respect to each Real Propertya particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition "Permitted Exception" hereunder. Seller will have until the Closing to Closing that cure the Title Company Objections, and shall be committed use reasonable efforts to issue to Buyer an ALTA extended coverage Owner’s Policy of cure any and all Title Insurance for each PropertyObjections, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment liens of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay"Monetary Liens") which can be satisfied Seller shall remove or cure by the payment of an ascertainable funds from Closing. At Buyer's option, the Closing may be consummated or terminated if any such Title Objections are not removed or cured. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Insurance Commitment and which are not consented to by Buyer under the terms hereof. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Buyer in the amount of moneyany Monetary Liens which are unsatisfied on the Closing Date. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured prior to Closing, Buyer will have the expiration of the Due Diligence Period, the Title Company has agreed in writing option as its sole and exclusive remedies to include (i) terminate this Agreement or (ii) proceed to close without a reduction in the applicable Purchase Price by waiving any Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Objections uncured by Seller.

Title and Survey Review. The condition of the title to the PropertiesProperty. Prior to the Effective Date, Seller has provided to Buyer shall order an ALTA title report or commitment for title insurance with respect to the Real Property (individually, a the “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Company, Attention: Xxxxxxx Xxxx and Xxxxx Xxxxxxxx (the “Title Company”) with respect to each Real Property. Buyer may ), and Seller shall request from that the Title Company an updated deliver the Title Commitment, together with copies of all documents referred to therein, for any or all to Buyer. Seller will provide to Buyer the most current survey of the PropertiesProperty in Seller’s possession. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update a current survey of each survey the Real Property (the “SurveysSurvey”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA standard coverage Owner’s Policy of Title Insurance, or, if Buyer elects, an ALTA extended coverage Owner’s Policy of Title Insurance for each PropertyInsurance, in an amount equal to the Allocated Purchase Price and insuring title to each the Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) ), and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than Commitment except only (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of moneyClosing. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such the Title Policy;. To the extent that the issuance of the Title Policy is conditioned on any act, the provision of any information or the execution of any document by Seller (each a “Seller Title Requirement”) which Seller has not expressly agreed to in writing, then, unless Buyer shall have given notice of disapproval prior to the expiration of the Due Diligence Period pursuant to Paragraph 3(b), Buyer shall be deemed to have agreed to accept the Title Policy with the inclusion therein of any and all additional qualifications and exceptions to coverage which the Title Company may deem appropriate to include therein on account of such Seller Title Requirement, each of which shall be deemed a Permitted Exception. Notwithstanding the foregoing provisions of this Paragraph 3(a)(i), Seller agrees to cause the Title Company to remove or discharge from record (which, for the avoidance of doubt, includes Seller’s ability to bond over any item referenced in clause (y) below (to Buyer’s reasonable satisfaction)) at or prior to Closing, (x) any mortgage, deed of trust or other encumbrance evidencing outstanding indebtedness placed on the Property by Seller and (y) any mechanic’s or materialman’s liens or any other monetary liens affecting the Property that were created as a result of acts or omissions taken or made by or on behalf of Seller (e.g., claims arising from work commissioned by or on behalf of Seller) which may be discharged by the payment of a fixed and ascertainable sum of money. Further, Seller hereby agrees to provide to the Title Company at or prior to Closing (1) an owner’s affidavit with respect to certain certifications as the Title Company may reasonably require in order to issue the Title Policy and (2) a so-called “Gap Indemnity” to the extent required by the Title Company in order to permit the Transactions to close pursuant to a so-called “Gap Closing,” each in form and substance reasonably agreed to by the Title Company and Seller prior to the expiration of the Due Diligence Period. If, following the expiration of the Due Diligence Period, Buyer receives an update to the Title Commitment (an “Updated Title Commitment”), which Updated Title Commitment reflects exception(s) to title that were not first disclosed on a prior Title Commitment (“New Title Exception(s)”), then Buyer shall have until the sooner to occur of the Closing Date and one (1) business day after receipt of any update to the Updated Title Commitment, to notify Seller in writing (“Title Objection Notice”) of Buyer’s objection to any New Title Exception (“Objectionable Exception(s)”). Any New Title Exception which is not identified in Buyer’s Title Objection Notice shall be a Permitted Exception. Within three (3) business days after receipt of the Title Objection Notice (the parties agreeing that Closing shall be extended to accommodate such period, if necessary), Seller shall notify Buyer in writing (the “Title Response Notice”) whether or not Seller will cure any or all of such Objectionable Exception(s); provided, however, that Seller shall have no obligation to cure, or attempt to cure, any Objectionable Exception. Failure of Seller to give notice to Buyer with respect to all or any Objectionable Exceptions shall be deemed an election by Seller not to cure such objection(s). If Seller notifies Buyer that it will not cure any Objectionable Exception(s), or such is deemed to be the case, then, prior to the sooner to occur of the Closing Date and one (1) business day after Buyer’s receipt, or deemed receipt, of Seller’s Title Response Notice, Buyer shall elect to either (i) waive in writing the Buyer’s Objectionable Exception(s) and proceed to Closing (in which event all Objectionable Exception(s) shall be considered Permitted Exceptions); or (ii) terminate this Agreement by providing written notice of such termination to Seller whereupon this Agreement shall automatically terminate and the provisions of Paragraph 3(e) shall apply.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Buyer acknowledges that Seller has provided delivered to Buyer an ALTA title report or a current commitment for title insurance (individuallyfor each of the Hotel Properties, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with including copies of all documents referred constituting exceptions to thereinSeller's title to the Hotel Properties (the "Commitments"), for any or all and ALTA surveys of the Properties. Prior to Hotel Properties prepared for Seller at the Effective Date, Seller has provided to Buyer a copy time of an existing survey Seller's acquisition of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey the Hotel Properties (the “"Surveys”"). It Buyer shall be a condition have until the end of the tenth business days following the date of this Agreement (the "Title Review Period") to Closing that review and to give Seller and the Title Company written notice of any matter shown on the Commitments or the Surveys which is unacceptable to Buyer, in Buyer's sole judgment (the "Title Notice"). Seller shall have no obligation to cure any items to which Buyer may object. If Seller or Title Company have not agreed in writing prior to the end of the tenth day following the end of the Title Review Period (the "Cure Period") to satisfy and/or remove any material title matter objected to by Buyer in the Title Notice, Buyer shall have until 5:00 p.m. (Phoenix time) on the fifth day following the end of the Cure Period to terminate this Agreement by delivering a notice of termination to Seller, and upon such termination this Agreement shall be committed of no further force and effect, neither party shall have any further obligation to issue the other except with respect to the indemnity obligations of Buyer set forth in this Section, and Title Company shall immediately return the Earnest Money to Buyer. If Buyer xxxx xot elect to terminate this Agreement prior to the end of the Title Review Period or the Due Diligence Period, the Hotel Properties shall be conveyed to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, subject to those items set forth in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Seller or Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has have not agreed in writing to cause to be removed (the "Permitted Exceptions"); provided, however, at or before Closing in accordance withprior to Closing, Seller shall provide for the release of all monetary liens encumbering the Hotel Properties other than for taxes not yet delinquent and liens created by, through or under Buyer. Seller shall cause each of the Surveys to be brought current and recertified to Buyer. If the updated Surveys reveal title matters not previously depicted on the Survey, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against such title matters would have a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration material adverse affect on Buyer's use and/or operation of the Due Diligence PeriodHotel Properties, the as determined by Buyer in its reasonable discretion, Buyer shall have a period of five business days after its receipt of each updated Survey to notify Seller and Title Company has agreed in writing of its objection to include in such matters, which objection shall be deemed a Title Notice and solely for purposes of the applicable Title Policy or Seller has agreed in writing to cause to be included objection(s) set forth in such Title Policy;Notice, the Cure Period and Seller's rights following such Cure Period as described above shall be applicable.

Title and Survey Review. The condition Purchaser has reviewed title to each parcel of the Property as disclosed by the applicable Title Commitment and the applicable Survey, and Purchaser has made objections thereto in writing to Seller which have either been resolved to Purchaser’s satisfaction or waived by Purchaser. Seller has no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the Propertiesright to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens (with the exception of the liens encumbering the applicable portion of the Property and securing the repayment of any Existing Loan for such Property that is assumed by Purchaser). Prior Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date, Date without Purchaser’s consent. Seller has provided agrees to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from provide the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that reasonably requested by the Title Company shall be committed to evidence the authority of the signatory of Seller and such other documentation required to issue to Buyer an ALTA extended coverage Owner’s a Title Policy in the applicable jurisdiction in which the applicable parcel of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the located. The term “Permitted Exceptions” for each parcel of the Property shall mean: the specific exceptions (as hereinafter defined) and including only excluding standard exceptions that are part of the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by promulgated title insurance form for the Title Commitments other than (APolicy for each parcel of the Property) those matters which the Title Company has removed from in the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration for each parcel of the Due Diligence PeriodProperty that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Title Company has agreed in writing to include in Survey for each parcel of the Property which the applicable Title Policy surveyor has not agreed to remove; the liens encumbering the Property and securing the repayment of any Existing Loan for each parcel of the Property, if applicable; real estate taxes for the year in which the Closing occurs which are not yet due and payable; rights of tenants under the Leases for each parcel of the Property; rights of tenants or Seller has agreed in writing to cause to be included in such Title Policy;licensees under License Agreements for each parcel of the Property; and any licensees under any Service Contracts for each parcel of the Property (approved by Purchaser) not terminated as of Closing.