Common use of Condition of Title Clause in Contracts

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable merchantable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph Section 4(b) below. (b) During the Feasibility Period, Period Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy of title insurance on the standard form promulgated by the Louisiana Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order obtain a survey of the Property (the “Survey”) during the Feasibility Period (as hereinafter defined), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after following the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey (which shall be certified to Purchaser, Seller and the Title Company) and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein, and Purchaser’s election to not obtain a Commitment or Survey shall be deemed a waiver of Purchaser’s right to object to any Defects that would have been disclosed therein, which Defects shall be deemed Permitted Exceptions. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), ) to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement reduction of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement reduction of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoningzoning regulations and ordinances, building (iii) usual and customary utility servitudes and easements and donations, transfers, servitudes, easements and right-of-ways for public roads, (iv) any requirement that any lot or portion of the Property may need to be subdivided into a lot of record in accordance with the rules and regulations of the parish in which the Property is located, (v) all other easements, covenants, conditions, restrictions and other lawsmatters of record to the extent the same affect the Property and have not been objected to by Purchaser as set forth above in this Section 4, regulations (vi) those matters reflected on the Survey and ordinances not objected to by Purchaser as set forth above in this Section 4, or, alternatively, if Purchaser elects not to obtain a Survey, such matters as would be reflected on a current and accurate survey of the Property, and (vii) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance on the standard form promulgated by the Texas Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, zoning regulations and ordinances ordinances, (iii) usual and customary utility easements, (iv) those matters shown on the Survey and not objected to by Purchaser pursuant to the terms of this Section 4, and (v) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable merchantable and free and clear of freeand clearof all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph Section 4(b) below. (b) During the Feasibility Period, Period Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy of title insurance on the standard form promulgated by the Louisiana Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order obtain a survey of the Property (the “Survey”) during the Feasibility Period (as hereinafter defined), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after following the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey (which shall be certified to Purchaser, Seller and the Title Company) and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein, and Purchaser’s election to not obtain a Commitment or Survey shall be deemed a waiver of Purchaser’s right to object to any Defects that would have been disclosed therein, which Defects shall be deemed Permitted Exceptions. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving afterreceiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), ) to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement reduction of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement reduction of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoningzoning regulations and ordinances, building (iii) usual and customary utility servitudes and easements and donations, transfers, servitudes, easements and right-of-ways for public roads, (iv) any requirement that any lot or portion of the Property may need to be subdivided into a lot of record in accordance with the rules and regulations of the parish in which the Property is located, (v) all other easements, covenants, conditions, restrictions and other lawsmatters of record to the extent the same affect the Property and have not been objected to by Purchaser as set forth above in this Section 4, regulations (vi) those matters reflected on the Survey and ordinances not objected to by Purchaser as set forth above in this Section 4, or, alternatively, if Purchaser elects not to obtain a Survey, such matters as would be reflected on a current and accurate survey of the Property, and (vii) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At the Settlement Date5.1. If, title prior to Closing, a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrancesTitle Commitment or the Survey discloses any new Unpermitted Exception, easementsSeller, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment upon notice to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after from the Effective Date date of the date-down to the Title Commitment or the Survey at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the “Title Objection Date”aggregate, do not exceed $100,000.00 (a "Minor Unpermitted Exception"), deliver written removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticethe expiration of said thirty (30) day period; provided, notify Purchaser whether Seller will or will not attempt however, and notwithstanding anything contained herein to cure such Defects the contrary, if the Unpermitted Exception which gives rise to Purchaser’s reasonable satisfaction. Failure 's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or as a result of the litigation set forth on Exhibit P if such litigation becomes a lien on the Property or if Seller is able to deliver such notice shall be deemed Seller’s election bond over, cure or remove a Minor Unpermitted Exception for a cost not to cure exceed $100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any such Defects. If Seller elects (or is deemed to have elected) subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium for a cost not to attempt exceed $100,000 in accordance with the terms hereof and Seller fails to cure such Defectsexpend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be entitleddeemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration this Agreement shall become null and void without further action of the Feasibility Period)parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, to terminate this Agreementtogether with any interest accrued thereon, whereupon the Deposit shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject other, except for those obligations which survive the termination hereof. Notwithstanding the provisions of Paragraph 5 hereof, Purchaser may at any time accept the Title Insurance Policy in such form as the Title Insurer is willing to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyissue, without an abatement reduction of the Purchase Price. If Price or any credit or allowance on account thereof or any claims against Seller elects except that if on the Closing Date there remain unremoved Involuntary Monetary and Mechanics' Liens (as defined herein) which have neither been removed by Seller nor insured over the Title Insurer as provided herein, and Seller has not used the entire sum of $100,000 as provided above (the "Cure Amount") in writing as aforesaid removing such liens, then Purchaser may elect to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property close subject to such uncured Defects unremoved Involuntary Monetary and all other Permitted ExceptionsMechanics' Liens and receive the Cure Amount less any amounts previously paid by Seller or deposited with the Title Insurer to remove or obtain insurance over any Involuntary Monetary and Mechanics' Liens, without an abatement of Purchaser will be allowed a credit against the Purchase PricePurchaser Price equal to the remaining Cure Amount. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1 If, prior to Closing (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrancesTitle Commitment discloses any new Unpermitted Exceptions which, easementsin the aggregate, restrictionsdo not exceed $25,000 (each, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”"Minor Unpermitted Exception"), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving at Seller's expense, bond over, cure and/or have such noticeMinor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, notify Purchaser whether if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller will shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or will not attempt to cure have the Title Insurer commit to insure against loss or damage that may be occasioned by such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such DefectsUnpermitted Exceptions. If Seller elects (fails to bond over, cure or is deemed have any Unpermitted Exception removed or have the Title Insurer commit to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after receiving such notice from Seller (but in any event prior to the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the Feasibility Period)contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall terminate without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances Exceptions and any violations or any encroachments thereof,Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above.

Condition of Title. Buyer has requested that Security Title Company (hereinafter referred to as “Escrow Holder”) prepare a Preliminary Report for the Property. Copies of any liens and other matters referenced in such Preliminary Report shall be furnished to the parties upon request to Escrow Holder. Buyer shall have thirty (30) days from receipt of Preliminary report in which to disapprove of any exceptions described in the Preliminary both Seller and Escrow Holder. All matters not so disapproved in writing within said 30-day period shall be deemed to have been approved by Buyer. Upon receipt of such written disapproval, Seller shall have fifteen (150 days to notify Buyer whether or not seller intends to remove the disapproved exceptions from title to the Property prior to Close of Escrow. If Seller Indicates that it does not intend to remove such exceptions, then within fifteen (15) days thereafter, Buyer may, at the sole option of Buyer, elect either (a) to accept title subject thereto, in which case such exceptions shall no longer be deemed disapproved exceptions, or (b) to terminate this Agreement without any further liability whatsoever by Seller to Buyer. At the Settlement Dateclose of escrow, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During no momentary liens except for the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery lien of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate property taxes and assessments not yet due and payable. In addition, title to the Property shall be subject to all other matters disclosed in the Preliminary Report (iiexcept for the Property shall be subject to all other matters disclosed in the Preliminary Report (except for monetary liens as described in the preceding sentence) applicable zoningnot disapproved by buyer as described in the preceding paragraph. The foregoing matters are referred to as the “Permitted Exceptions.” At the close of escrow, building Escrow Holder shall issue a Standard Owner’s Policy of Title Insurance, insuring the interests of Buyer, and other laws, regulations showing title to the Property vested in Buyer and ordinances in the condition of title as described in this Section. The total liability of the policy of title insurance shall be in the amount off the Purchase Price for the Property. The close of escrow and any violations or any encroachments thereof,the obligations of the parties hereunder are conditioned upon Escrow Holder’s ability to issue such policy of title insurance.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1. Purchaser shall review the Title Commitment and Existing Survey during the period between the date of the execution of this Agreement and December 8, 1996 (a) At the Settlement Date, title "Title Inspection Period"). Prior to the Property shall be good and marketable and free and clear expiration of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Title Inspection Period, Purchaser shall have the right to order provide Seller with a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a marked-up copy of the Title Commitment and Existing Survey as soon as it is available. Regardless of Purchaser’s election enumerating its objections to order or not order any the Title Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date and Existing Survey (the “"Title Objection Date”and Survey Objections") and listing those exceptions to title which are acceptable to Purchaser (which shall include general real estate taxes, association assessments, special district taxes and related charges not yet due and payable), deliver written notice to . Seller of any title or survey defect, lien, encumbrance or other matter with respect to shall review the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” Title and each being a “Defect”), together with complete copies of each of any Survey and CommitmentObjections, and all documents and instruments referred respond to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event writing prior to the expiration of the Feasibility Inspection Period (as defined below). If Purchaser and Seller resolve all Title and Survey Objections, a marked copy of the Title Commitment and Existing Survey indicating such agreement shall be initialed by both Purchaser and Seller (hereinafter known as the "Final Title Commitment" and the "Final Existing Survey") and shall serve as an amendment to this Agreement. (The exceptions to title set forth on the Final Title Commitment are hereinafter known as "Permitted Exceptions". All other exceptions to title shall be referred to as "Unpermitted Exceptions".) If Purchaser and Seller do not resolve all Title and Survey Objections prior to the expiration of the Inspection Period), either Purchaser or Seller shall have the right to terminate this AgreementAgreement by delivery of written notice to the other on or before 5:00 p.m. Chicago time or December 10, whereupon 1996, in which event this Agreement shall terminate, Purchaser shall receive the Deposit shall be returned to Purchaser Earnest Money together with all xxxxxxxt earned thereon and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Priceherein. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions Within five (as defined below5) and matters appearing of public record on business days after the Effective Date, subject Seller shall deliver to subparagraph 4(bBuyer a commitment from the Title Company (the “Title Commitment”) belowto provide a standard Texas Form T-1 owner’s title insurance policy for the Property in an amount equal to the Purchase Price (the “Title Policy”), together with copies of all instruments identified as exceptions therein (to the extent available in the public records) (the “Exception Documents”); and (ii) a copy of Seller’s most recent ALTA/ACSM survey of the Property (the “Existing Survey”). Buyer, at its option and expense, may obtain a new survey, or an update of the Existing Survey of the Real Property (the “Survey”). (b) During the Feasibility Inspection Period, Purchaser Buyer shall have the right to order a review title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued Real Property as disclosed by the Title Company with regard to the PropertyCommitment, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to PurchaserException Documents, Existing Survey and, if obtained, the Title Company Survey. Buyer shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) five business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such Buyer’s receipt of the last of the Title Commitment, Exception Documents and Existing Survey within which to object (the “Objections”) to any matters reflected therein (the “Objection Notice”). Seller shall, within three (3) business days after receipt of the Objection Notice (the “Response Deadline”), give Buyer notice from (the “Response Notice”) of those Objections Seller (but is willing to cure, if any. If Seller fails to deliver a Response Notice by the Response Deadline, Seller shall be deemed to have elected not to cure or otherwise resolve any matter set forth in the Objection Notice prior to the Closing Date. In no event will Buyer be deemed to waive any event Objections if Seller fails to deliver the Response Notice in accordance with this Section 6. If Buyer is dissatisfied with the Response Notice, if delivered by Seller prior to the expiration of the Feasibility PeriodResponse Deadline, Buyer may, as its exclusive remedy, elect by written notice given to Seller on or before the date that is three business (3) days after the earlier to occur of (i) Buyer’s receipt of Seller’s Response Notice or (ii) the expiration of the Response Deadline (the “Final Response Deadline”), to terminate this Agreementeither (a) accept the Title Commitment, whereupon Exceptions Documents and Survey with resolution, if any, of the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations Objections as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects Response Notice (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyif no Response Notice is tendered, without an abatement any resolution of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to Objections) or (ib) terminate this Agreement, whereupon in which event the Deposit shall be fully returned to Purchaser and neither party Buyer. Seller shall have no obligation to cure title objections except to satisfy and remove liens of an ascertainable amount created by Seller, which liens Seller shall cause to be released at the Closing or affirmatively insured over by the Title Company. Seller further agrees to remove any further liability hereunder exceptions or encumbrances to title which are created by Seller after the Effective Date of this Agreement without Buyer’s written consent. Buyer may terminate this Agreement and receive a refund of the Deposit if the Title Company revises the Title Commitment after the expiration of the Inspection Period to add or modify exceptions in a material adverse manner, if such additions or modifications are not acceptable to Buyer and are not removed by the Closing Date. Seller shall execute at Closing an affidavit as to authority, the rights of tenants in occupancy and the status of mechanics’ liens (except with respect and sufficient to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed remove from the Title Policy any exception for mechanics’ liens filed against the Real Property which relate to Settlement and accept title any matters occurring prior to the Property subject Closing Date) in form acceptable to such uncured Defects and all other Permitted Exceptions, without an abatement Seller as the Title Company shall require for the issuance of the Purchase PriceTitle Policy. The Title Policy may be delivered after Closing if that is customary in the locality. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1 If, prior to Closing (aas hereinafter defined), a date-down to the Title Commitment discloses any Unpermitted Exceptions which can be removed for a cost which does not, in the aggregate, exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed so that they will not appear in the Title Policy, or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any Unpermitted Exceptions which can be removed for a cost which does, in the aggregate, equal or exceed $25,000 (each, a "Major Unpermitted Exception"), Seller shall have the right, but not the obligation, to bond over, cure and/or have such Major Unpermitted Exceptions removed so that they do not appear in the Title Policy, or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Major Unpermitted Exceptions. If Purchaser does not object to a Major Unpermitted Exception in a notice sent to Seller within five (5) At business days from the Settlement Datedate of the date down of the Title Commitment, Purchaser shall be deemed to have elected to take title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.said Major Unpermitted Exception, without any reduction in or set off against the Purchase Price as a result thereof. If (bi) During Purchaser does object to a Major Unpermitted Exception within five (5) business days from the Feasibility Period, Purchaser shall have date of the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by date down of the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred (ii) Seller fails to therein. Purchaser’s election bond over, cure or have such Major Unpermitted Exception removed or to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before have the Title Objection Date, Purchaser properly gives notice Insurer commit to Seller of one or more Defects insure as required herein, Seller shall, specified above within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt from the date of the date down to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defectsthe Title Commitment, Purchaser shall be entitledmay either (a) elect to take title to the Property subject to said Major Unpermitted Exception, by giving without any reduction in or setoff against the Purchase Price as a result thereof; or (b) terminate this Agreement upon written notice (the “Purchaser Notice”) to Seller within five three (53) days after receiving such notice from Seller (but in any event prior to the expiration of such ten (10) business day period. If Purchaser terminates this Agreement in accordance with the Feasibility Period)terms of this Paragraph 5.1, to this Agreement shall terminate this Agreementwithout further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, whereupon the Deposit together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances Exceptions and any violations or any encroachments thereof,Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above.

Condition of Title. 5.1. If, prior to "Closing" (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrancesTitle Commitment discloses any new Unpermitted Exception, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Seller shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after from the Effective Date date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the “Title Objection Date”aggregate, do not exceed $50,000.00 (a "Minor Unpermitted Exception"), deliver written notice removed from the Title Commitment or to Seller of have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any title Unpermitted Exceptions which, in the aggregate, exceed $50,000.00, removed from the Title Commitment or survey defect, lien, encumbrance to have the Title Insurer commit to insure against loss or other matter with respect to the Property damage that is unacceptable may be occasioned by such Unpermitted Exceptions as reasonably satisfactory to Purchaser. In such event, other the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods, but in no event may Closing be extended more than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) 2 business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defectsthe thirty (30) day period. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects (or is deemed to have elected) not to attempt to cure such Defectsexercise its rights under (ii) in the preceding sentence, Purchaser shall be entitled, by giving may terminate this Agreement upon notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the Feasibility Period)contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by an unrelated third party) which prevents the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall become null and void without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for Purchaser's obligation to Purchaser’s repair indemnify Seller and indemnification obligations restore the Property, as more fully set forth in Section 14 below)Paragraph 7. 5.2. If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right Seller agrees to object to any Defects and Purchaser shall proceed to Settlement and accept convey fee simple title to the Property Real Estate to Purchaser by special warranty deed (the "Deed") in recordable form subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances Exceptions and any violations or any encroachments thereof,Unpermitted Exceptions waived by Purchaser.

Condition of Title. (a) At Seller shall convey to Buyer insurable fee simple title to the Settlement Date, title Property by Special Warranty Deed. Title to the Property shall be good and marketable and free and clear conveyed at the Close of all liens and encumbrances, easements, restrictions, rights and Escrow subject only to (i) the exceptions to title set forth on Schedule B or similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing schedule of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a Commitment for Title Insurance issued by a title search to be performed with regard company acceptable to the Propertyparties, following review and approval; (ii) such other exceptions to order title as Buyer shall approve in writing; and (iii) any other exceptions to title arising by or through Buyer (collectively, the “Permitted Exceptions”). Upon the Opening of Escrow, Escrow Agent shall furnish to Buyer, at Buyer’s cost, an existing preliminary title report (the “Preliminary Title Report”) for the Property and a commitment for an owner policy title insurance (for the “Commitment”) Real Property in the amount of the Purchase Price insuring title to be the Real Property issued by the Commercial Partners Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “DefectCompany”), together with complete copies of each all documents evidencing exceptions to title referenced therein (collectively, the “Title Evidence”), and a copy of the Title Evidence shall be furnished to Seller by the Escrow Agents Buyer shall either provide written objections to the Preliminary Title Report and the Title Evidence or approve such Report and Evidence within SEVEN (7) days of receipt thereof (the “Feasibility Period”). Upon receipt of any Survey and Commitment, and all documents and instruments referred objections to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required hereinTitle, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not have an opportunity to cure any such Defects. If Seller elects (or is deemed objections to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event Buyer’s satisfaction prior to the expiration close of the Feasibility Period). In any event, Buyer shall approve Title Evidence prior to terminate the close of the Feasibility Period or shall cancel this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser Buyer does not timely deliver elect to cancel this Agreement by the Purchaser Noticelast day of the Feasibility Period, such failure shall be deemed a waiver then the condition of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall will be deemed Permitted Exceptions), approved by the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceBuyer. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoningzoning regulations and ordinances, building (iii) usual and customary utility servitudes and easements and donations, transfers, servitudes, easements and right-of-ways for public roads, (iv) any requirement that any lot or portion of the Property may need to be subdivided into a lot of record in accordance with the rules and regulations of the locality in which the Property is located, (v) all other easements, covenants, conditions, restrictions and other lawsmatters of record to the extent the same affect the Property and have not been objected to by Purchaser as set forth above in this Section 4, regulations (vi) those matters reflected on the Survey and ordinances not objected to by Purchaser as set forth above in this Section 4, or, alternatively, if Purchaser elects not to obtain a Survey, such matters as would be reflected on a current and accurate survey of the Property, and (vii) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its failure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. Within five (a5) At days after the Settlement Effective Date, Seller shall cause Escrow Holder to issue its preliminary report of title for the Land (the “Preliminary Report”) together with copies of all exceptions referred to therein, and legible copies of all off-record matters referred to therein or of which Seller otherwise has knowledge and which affect title to the Property Land. Seller shall be good convey title to the Land and marketable and Improvements to Buyer free and clear of all monetary liens and encumbrances (except a lien for current real property taxes and assessments collected with such taxes), and subject only to non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, and mineral leases, rights and reservations set forth in the Preliminary Report that have been specifically approved by Buyer in writing (the “Permitted Exceptions”). Upon receipt of the Preliminary Report and copies of all of documents referred to above, Buyer shall have fifteen (15) days within which to notify Seller in writing of any exceptions to title disclosed thereby that Buyer, in its reasonable discretion, disapproves (the “Objectionable Exceptions”). Seller shall have an affirmative obligation to remove all monetary liens and encumbrances, easementsincluding without limitation tax liens for delinquent taxes and assessments (but not liens for current taxes and assessments), restrictionsmechanic’s liens, rights judgments, deeds of trust, and financing statements (“Monetary Exceptions”), and any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and Stockyard Act of 1921, as amended, 7 USC 181 et seq., or any similar conditionsstate laws (collectively, excepting Permitted Exceptions (as defined below) and matters appearing “PACA Liens”), whether or not listed in the Buyer’s notice of public record on the Effective DateObjectionable Exceptions. If Buyer notifies Seller of one or more Objectionable Exceptions, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Seller shall have five (5) days after receipt of such written notice to (i) remove or agree to remove the right to order a title search to be performed with regard Objectionable Exception(s) prior to the PropertyClose of Escrow, and proceed to order close the sale; or (ii) refuse to remove the Objectionable Exception(s), in which case Buyer may elect to waive its objection and close the sale, or withdraw its offer to purchase the Property and receive a commitment for an owner policy title insurance (refund of the “Commitment”) Deposit, whereupon neither Party shall have any further obligation to be issued by the Title Company with regard to sell or purchase the Property, all . Buyer may at Purchaser’s sole its cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order undertake a boundary or full ALTA survey of the Property Land (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver In the event that Buyer elects to Seller and have the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), Land or any other term or condition set forth herein. Ifportion of it surveyed, on or before Buyer shall have until the Title Objection Date, Purchaser properly gives notice to Seller earlier of one or more Defects as required herein, Seller shall, within ten (10i) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller following receipt of the Survey and any amended Preliminary Report issued as a result thereof, or (but in any event ii) five (5) days prior to the expiration of the Feasibility Due Diligence Period), to terminate this Agreement, whereupon raise additional Objectionable Exceptions disclosed by the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder Survey but not otherwise described in the Preliminary Report (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowan “Arising Exception”). If Purchaser does not thereafter, but prior to the Close, the Survey is materially changed, revised or amended, Buyer shall have an additional five (5) days within which to raise additional Objectionable Exceptions arising from such change, revision or amendment. In the event Buyer gives timely deliver notice of an Arising Exception, then the Purchaser Notice, evaluation and elections concerning such failure Arising Exception shall be deemed a waiver of Purchaser’s right to object conducted in the same manner and time periods as Objectionable Exceptions as specified in this Section 6.3 above. Seller will convey marketable title to any Defects and Purchaser shall proceed to Settlement and accept title to of the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions)Improvements that are personal property, the Permitted ExceptionsMaps and Records, all matters of public record on the Effective DateIntangible Interests, Water and Mineral Rights, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid Environmental Attributes to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but Buyer at the time Close of Settlement such Defects have not been curedEscrow, Purchaser’s sole option free of all liens and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Priceencumbrances. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1 If, prior to Closing (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. Iftitle search discloses any new Unpermitted Exceptions which, on or before in the Title Objection Dateaggregate, Purchaser properly gives notice to Seller of one or more Defects as required hereindo not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, within ten (10) business days after receiving at Seller's expense, bond over, cure and/or have such noticeMinor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, notify Purchaser whether if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller will shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or will not attempt to cure have the Title Insurer commit to insure against loss or damage that may be occasioned by such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such DefectsUnpermitted Exceptions. If Seller elects (fails to bond over, cure or is deemed have any Unpermitted Exception removed or have the Title Insurer commit to have elected) not insure as specified above and provide reasonably satisfactory evidence of such action to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after receiving such notice from Seller (but in any event prior to the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the Feasibility Period)contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall terminate without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (except "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with respect Paragraph 5.1 above. 5.3 Notwithstanding anything to Purchaser’s repair and indemnification obligations as the contrary set forth herein, (i) in Section 14 below). If Purchaser does not timely deliver all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the Purchaser Noticeconsent or agreement of Seller, of a definite or ascertainable amount and no such failure lien or encumbrance shall be deemed a waiver of Purchaser’s "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to object to deduct from the Purchase Price at Closing the amount of any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Datesuch liens or encumbrances, and all (ii) if any title or survey matters that which are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned unacceptable to Purchaser and neither party which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have any further liability hereunder (except with respect to Purchaser’s repair the rights and indemnification obligations as set forth remedies provided for in Section Paragraph 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricehereof. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. i. The Company shall have until (aA) At the Settlement Date, title tenth (10th) day after the date of this Agreement in the case of any Completed Title Commitment made available to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions Company twenty (as defined below20) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard days or more prior to the Propertydate of this Agreement, and to order or (B) the thirtieth (30th) day after the date a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Completed Title Company with regard Commitment is made available to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery Company in the case of any Title Commitment made available to the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than after the date that is thirty twenty (3020) days after prior to the Effective Date date of this Agreement (in each case, the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser NoticePeriod”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior deliver to the expiration PC Entities written notice of any objection to matters reflected in such Completed Title Commitment, which, in the Company’s reasonable judgment, would adversely affect the use or enjoyment by the Contribution LLC of any parcel or portion of the Feasibility PeriodContributed Timberlands or by the Sale LLC of any parcel or portion of the Sold Timberlands, in each case, for growing and harvesting timber (each, a “Company Title Objection” and collectively, the “Company Title Objections”). Notwithstanding the foregoing, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party Company shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s no right to object to any Defects and Purchaser shall proceed the following items pursuant to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions)this Section 2.1 and, the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For for the purposes of this Agreement, such items will not be considered Company Title Objections: (x) any title matter reflected in Completed Title Commitments made available to the Company forty-five (45) or more days prior to the date of this Agreement, which Completed Title Commitments are identified in Section 2.1 of the PC Disclosure Letter; (y) any Permitted Exception; and (z) any title matter that otherwise would have constituted a Company Title Objection unless and until all title matters (not including those described in clause (x) or clause (y) above), in the aggregate, affect at least 2,000 acres of the Timberlands and, in such case, such title matters to the extent they affect more than 2,000 acres (and are not otherwise described in clause (x) or clause (y) above) shall be Company Title Objections. A Completed Title Commitment shall be deemed to have been made available to the Company when it is posted to the online data repository established and maintained by the Title Company for such purpose and the Company and its designated representatives have been granted access to such online data repository, and the Title Objection Period shall commence with respect to such Completed Title Commitment on the day following the day notice of such posting has been given by Plum Creek, PC Member, or the Title Company to the Company by email at the email address set forth in Section 13.1 or other method of notice under Section 13.1. Upon receipt of the Company Title Objections to a Completed Title Commitment, the PC Entities may elect (but shall not be obligated) to cure or cause to be cured any such Company Title Objection, and the PC Entities shall notify the Company in writing within twenty (20) days after receipt of the Company Title Objections with respect to such Completed Title Commitment whether the PC Entities elect to cure the same. Failure of either of the PC Entities to respond in writing within such time period shall be deemed an election by the PC Entities not to cure such Company Title Objections. Any Company Title Objection shall be deemed to be cured if the PC Entities causes the Title Company to issue a Title Policy for the affected Timberlands affirmatively insuring over, or not raising as an exception to the Title Policy, such Company Title Objection in a manner reasonably acceptable to Company. Notwithstanding the foregoing, the PC Entities shall be obligated to cure, on or before the Closing Date, all Liens evidencing monetary encumbrances which are not Permitted Exceptions created as a result of the acts or omissions of Plum Creek, PC Member, or their respective Affiliates (“Monetary Liens”). If the PC Entities do not receive written notice of the Company Title Objections for any objection (other than Monetary Liens) to matters reflected in a particular Completed Title Commitment on or before the expiration of the relevant Title Objection Period, the Company shall be deemed to have waived its right to object to any and all matters reflected in such Completed Title Commitment, and the Company shall be deemed to accept title to the Timberlands encompassed within such Completed Title Commitment subject to such matters. Any such Company Title Objection waived (or deemed waived) by the Company shall be deemed to constitute a Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,Exception.

Condition of Title. 5.1. If, prior to "Closing" (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrancesTitle Commitment discloses any new Unpermitted Exception, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Seller shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after from the Effective Date (date of the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect date-down to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Title Commitment, and all documents and instruments referred at Seller's expense, to therein. Purchaser’s election to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not order any exceed $25,000.00, removed from the Title Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b)to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any other term Unpermitted Exceptions which, in the aggregate, equal or condition set forth herein. Ifexceed $25,000.00, on or before removed from the Title Objection DateCommitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, Purchaser properly gives notice to Seller the time of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice Closing shall be deemed Seller’s election not delayed, if necessary, to cure any such Defectsgive effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects (or is deemed to have elected) not to attempt to cure such Defectsexercise its rights under (ii) in the preceding sentence, Purchaser shall be entitled, by giving may terminate this Agreement upon notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the Feasibility Period)preceding sentence, Purchaser shall be deemed to terminate have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall become null and void without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for Purchaser's obligation to Purchaser’s repair indemnify Seller and indemnification obligations restore the Property, as more fully set forth in Section 14 below)Paragraph 7. If Purchaser does not timely deliver any new Unpermitted Exception is the Purchaser Notice, result of Seller's intentional act which prevents the Closing of the transaction contemplated herein then the act of creating such failure Unpermitted Exception shall be deemed considered a waiver of Purchaser’s right to object to any Defects default by Seller under this Agreement and Purchaser shall proceed be entitled to Settlement those rights and accept remedies set forth in Paragraph 11 herein. 5.2. Seller agrees to convey its interest in the Leasehold Estate to Purchaser by assigning to Purchaser all of Seller's right, title and interest created by that certain Lease (herein referred to as the "Ground Lease") executed by Marvin Schlanger, as Trustee undxx xxx Xxxxx Xxxlanger Trust II; Marvin Xxxxxxxxx, xx Trustee undxx Xxxxx Xxxxxxxer Trust II; Marvin Xxxxxxxxx, xx Trustee undxx Xxxxx Xxxxxxxer Trust II; Shirlex Xxxxxx, xx Xxustee under Xxxxxx Xxxxxx Trust III; Shirley Xxxxxx, xx Xrustee under Xxxxx Xxxxxx Trust III; and Shirxxx Xxxxxx, as Trustee under Xxxxxxx Xxxxxn Trust III, Lessorx, xxx Xxxxxxxn National Bank and Trust Company, as Trustee, Lessee, dated July 1, 1981, which lease demises the land (except the buildings and improvements now located on the land) for a term of years beginning July 1, 1981 and ending December 31, 2041, pursuant to an Assignment and Assumption of Ground Lease (the "Assignment and Assumption of Ground Lease") and to convey fee simple title to the Property Improvements to Purchaser by Special Warranty Deed (the "Deed") in recordable form, both subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances Exceptions and any violations or any encroachments thereof,Unpermitted Exceptions waived by Purchaser.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to PurchaserPurchaser , other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), or 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,mean

Condition of Title. 5.1. If, prior to "Closing" (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrancesTitle Commitment or the Updated Survey discloses any new Unpermitted Exception, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Seller shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after from the Effective Date date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the “aggregate, do not exceed $100,000.00 ("Minor Unpermitted Exceptions") removed from the Title Objection Date”)Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions in a manner reasonably acceptable to Purchaser, deliver written or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Minor Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, this Agreement will terminate unless Purchaser delivers notice to Seller of any title or survey defectin accordance with the following sentence; provided, lienhowever, encumbrance or other matter with respect and notwithstanding anything contained herein to the Property that is unacceptable contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate is the result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, other than Permitted cure or remove the Unpermitted Exceptions (such matters being referred for a cost not to herein as “Defects” exceed $100,000.00 or the Title Insurer is willing to insure over the Minor Unpermitted Exceptions for a cost not to exceed $100,000.00 in a manner reasonably acceptable to Purchaser in accordance with the terms hereof and each being a “Defect”)Seller fails to expend said funds in either case, together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey then Purchaser shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth have the additional rights contained in Paragraph 11 herein. IfSubject to the foregoing, on or before the Title Objection Date, if Purchaser properly gives delivers notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of said thirty (30) day period stating that Purchaser desires to purchase the Feasibility Period)Property subject to such Unpermitted Exception, then Purchaser shall take title subject to terminate said Unpermitted Exception without any offset against the Purchase Price. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall become null and void without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for Purchaser's obligation to Purchaser’s repair indemnify Seller and indemnification obligations restore the Property, as more fully set forth in Section 14 below)Paragraph 7. If Notwithstanding the provisions of Paragraph 5 hereof, Purchaser does not timely deliver may at any time accept the Purchaser Notice, Title Policy in such failure shall be deemed a waiver of Purchaser’s right form as the Title Insurer is willing to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyissue, without an abatement reduction of the Purchase Price. If Price or any credit or allowance on account thereof or any claims against Seller elects except that if on the Closing Date there remain unremoved "Involuntary Monetary and Mechanics' Liens" (as defined herein) which have neither been removed by Seller nor insured over by the Title Insurer as provided herein, and Seller has not used the entire sum of $100,000 as provided above (the "Cure Amount") in writing as aforesaid removing such liens, then Purchaser may elect to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property close subject to such uncured Defects unremoved Involuntary Monetary and all other Permitted Exceptions, without an abatement of Mechanics' Liens and receive the Purchase PriceCure Amount less any amounts previously paid by Seller or deposited with the Title Insurer to remove or obtain insurance over any Involuntary Monetary and Mechanics' Liens. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. It shall be a condition to Buyer's obligations hereunder that Title Company shall be committed to issue a Texas Owner's Policy of Title Insurance (with respect to Properties located in Texas) and an ALTA Owner's Extended Coverage Title Insurance together with such endorsements thereto as Buyer may reasonably require and which are approved by the Title Company prior to expiration of the Contingency Period (collectively, the "TITLE POLICIES"), each in the amount of the Purchase Price allocated to such Property (as reflected on EXHIBIT A), showing fee title to the respective Land and Improvements vested in Buyer, subject only to the following (as it relates to each Property, the "CONDITION OF TITLE"): (a) At the Settlement DateA lien to secure payment of real estate taxes, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.not delinquent; (b) During Matters affecting the Feasibility PeriodCondition of Title created by or with the written consent of Buyer; and (c) If applicable, Purchaser shall have the right Harvest Business Park Loan and the Ardenwood Loan; and (d) Exceptions disclosed by a current Texas Form Title Commitment (with respect to order Properties located in Texas) or a title search current extended coverage ALTA Title Commitment (with respect to be performed all other Properties) (respectively, a "COMMITMENT") with regard respect to the Property, Land and Improvements relating to order a commitment for an owner policy title insurance (the “Commitment”) to be each Property issued by the Title Company and which are approved or deemed approved by Buyer in accordance with regard to this section. Seller shall provide Buyer with each Commitment for the PropertyProperties in Group A and Group B, all at Purchaser’s sole cost and expense. Concurrently together with its delivery legible copies of the instruments underlying any exceptions referred to in each such Commitment to Purchaser(respectively, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order "EXCEPTIONS") within fourteen (14) days following Opening of Escrow, and a survey relating to each Property in Group A and Group B of the Property Land and Improvements complying with the standards for a Texas Society of Professional Surveyors Category 1A, Condition II survey (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to Properties located in Texas) or the standards for an ALTA survey (with respect to all other Properties) (respectively, a "SURVEY"), within twenty-one (21) days following the Opening of Escrow; the Surveys may be updates of prior surveys provided they locate all the Improvements and contain a current certificate satisfactory to Buyer. The Commitments and Exceptions, and the Surveys for Properties in Group C shall be delivered within fourteen (14) and twenty-one (21) days, respectively, following the giving of the Group C Notice. Each Survey shall be: (1) prepared by a licensed land surveyor in the respective state where the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitmentlocated, and all documents (2) certified to Title Company, Buyer and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth hereinentity reasonably required by Buyer, in form reasonably acceptable to Buyer. If, on or before the Title Objection Datefifteen (15) days following receipt of each Commitment, Purchaser properly gives notice to Seller Exceptions and Survey, Buyer disapproves any items described therein, (Buyer agreeing that it will exercise a commercial reasonableness standard in disapproving of one or more Defects as required hereinany such item), Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to thereafter have elected) not the right to attempt to cure eliminate or ameliorate to Buyer's satisfaction such Defects, Purchaser matters as Buyer shall be entitled, by giving notice have so disapproved on or before fifteen (the “Purchaser Notice”) to Seller within five (515) days after receiving such notice from Seller (following receipt of Buyer's disapproval notice, but in any no event prior to later than the expiration of the Feasibility PeriodContingency Period (as hereafter defined). Seller shall give written notice to Buyer within such fifteen (15) day period whether Seller is unable or unwilling to eliminate such disapproved matters. If Seller so notifies Buyer that it is unable or unwilling to eliminate any such disapproved matters, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party Buyer shall have any further liability hereunder (except the right, exercisable by written notice delivered to Seller and Escrow Holder on or before the expiration of the Contingency Period, with respect to Purchaser’s repair and indemnification obligations any Property for which such disapproved matters have not been cured to Buyer's satisfaction, to: (A) waive its prior disapprovals of those matters which Seller is unable or unwilling to eliminate as set forth to some or all of the Properties, in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, which event such failure disapproved matters with respect to such Properties shall be deemed a waiver of Purchaser’s right approved; or (B) terminate the Escrow with respect to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (those Properties for which shall be deemed Permitted Exceptions), the Permitted Exceptions, all such disapproved matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedcured to Buyer's satisfaction, Purchaser’s sole option and remedy in which event this Agreement shall continue to be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except in effect with respect only to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or those Properties for which Buyer has not terminated the Escrow (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceSection 41). (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable merchantable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph Section 4(b) below. (b) During the Feasibility Period, Period Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy of title insurance on the standard form promulgated by the Louisiana Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order obtain a survey of the Property (the “Survey”) during the Feasibility Period (as hereinafter defined), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after following the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey (which shall be certified to Purchaser, Seller and the Title Company) and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein, and Purchaser’s election to not obtain a Commitment or Survey shall be deemed a waiver of Purchaser’s right to object to any Defects that would have been disclosed therein, which Defects shall be deemed Permitted Exceptions. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,ten

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its failure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), or 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,mean

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions conveyed by Seller to Buyer by grant deed (as defined below) and matters appearing of public record on the Effective Date“Deed”), subject to subparagraph 4(bno exceptions to title of any kind or character other than (i) a lien to secure payment of real estate taxes and assessments not delinquent; and (ii) exceptions which are approved by Buyer in writing as provided in this Section 5.1, below. . Prior to executing this Agreement, Buyer received from Escrow Holder a proforma title report dated as of Xxxxx 00, 0000 (bXxxxx American Title Order No. NCS-11880-SC (MH)) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “CommitmentTitle Report”) ). Prior to be issued by its execution of this Agreement Buyer has ordered from Xxxx & Xxxxxx, at Buyer’s sole expense, a current ALTA survey showing the Title Company with regard Property as subdivided pursuant to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property Parcel Map (the “Survey”), containing the most recently announced “minimum standard detail requirements” adopted by the American Land Title Association (“ALTA”), to be certified to Buyer and any other parties designated by Buyer. Xxxx & Xxxxxx has stated that it expects to deliver the Survey to Buyer on or before April 23, 2003. Buyer acknowledges that Seller has provided Buyer with a copy of a site map of the Property and the adjacent property to be retained by Seller. Such site map, dated February 12, 2003 and prepared, by Xxxx & Xxxxxx is referred to herein as the “Site Map”. 5.1.1. Within three (3) business days after Buyer’s receipt of the Survey, but in no event later than May 15, 2003, Buyer shall notify Seller in writing of any exceptions to title or matters disclosed by the Title Report and the Survey which are unacceptable to Buyer (the “Disapproval Notice”). Within three (3) days after receipt of the Disapproval Notice, Seller shall notify Buyer in writing whether or not Seller will remove or remedy any items noted in the Disapproval Notice; provided that if Seller does not respond, Seller shall be deemed to have notified Buyer that Seller will not remove or remedy any items. To the extent Seller agrees to remove or remedy any items noted in the Disapproval Notice, Seller shall cause removal of such disapproved exceptions from title before Closing, taking such action, at its Seller’s sole cost and expense, as may be necessary so to do. Purchaser shall promptly deliver As a condition to the Closing for the benefit of Buyer, Seller hereby covenants and the Title Company a copy agrees that all deeds of the Survey as soon as it is available. Regardless of Purchaser’s election to order trust, mortgages or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty other similar monetary encumbrances (30) days after the Effective Date (the “Title Objection Date”except for nondelinquent real property taxes and assessments), deliver written notice to Seller shall be removed of any title or survey defect, lien, encumbrance or other matter with respect to record from the Property that is unacceptable by Seller prior to Purchaseror at the Closing at Seller’s sole cost and expense. 5.1.2. If Seller does not agree to remove or remedy any issues noted in the Disapproval Notice, other than Permitted Exceptions then at Buyer’s sole election, to be made in writing within the first to occur of two (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (102) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed receipt of Seller’s election not written response to cure any such Defects. If Seller elects (the Disapproval Notice or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) business days after receiving such notice from Seller Buyer has given the Disapproval Notice, either (but in any event prior to the expiration of the Feasibility Period), to i) this Agreement shall terminate this Agreement, whereupon and the Deposit shall be immediately returned to Purchaser and neither party Buyer by Escrow Holder, or (ii) Buyer shall have any further liability hereunder (except with respect agree to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to purchase the Property subject to the uncured Defects (which matters described in the Disapproval Notice. If Buyer does not respond within the applicable time period, Buyer shall be deemed Permitted Exceptions), to have elected to waive the Permitted Exceptions, all matters of public record on the Effective Date, that Seller did not agree to remove or remedy. The exceptions to title and all survey matters that are approved or would be reflected deemed approved as described and determined in any Survey, without an abatement of this Section 5.1 are referred to herein as the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” ”. 5.1.3. If this Agreement is terminated pursuant to the foregoing provisions of this Section 5.1, the Escrow Holder shall mean (i) liens immediately return the Deposit to Buyer. 5.1.4. If Buyer has not delivered to Seller the Disapproval Notice on or before April 30, 2003, or confirmed to Seller prior to such date that Buyer has no objections to the exceptions to title or matters disclosed by the Title Report and the Survey, then the September 30, 2003 date referenced in Section 3 above shall be extended by one day for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations each day after April 30 until the date Buyer delivers to Seller the Disapproval Notice or any encroachments thereof,Buyer confirms to Seller that Buyer has no such objections.

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the Permitted Exceptions Encumbrances (as defined below) and matters appearing the Tenant Leases (as defined below), and shall be insurable as such and as provided in this Agreement at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of public record on Title Insurance, 1970 Form B, amended October 17, 1970 and October 17, 1984 (the Effective Date, subject to subparagraph 4(b) below"Owner's Policy of Title Insurance"). The premium for the Owner's Policy of Title Insurance will be paid by Buyer. (b) During If Seller is unable to convey title to the Feasibility PeriodProperty to Buyer at Closing in accordance with the requirements of Section 5(a), Purchaser Buyer shall have the right (i) of taking such title as Seller is able to order a title search to be performed convey with regard to abatement of the Purchase Price in the amount (fixed or ascertainable) of any Monetary Liens (as defined below) on the Property, and or (ii) of terminating this Agreement. (c) Promptly after the execution of this Agreement, Buyer shall order from the Title Company a Commitment for Title Insurance ("Title Commitment") with respect to order a commitment for the Real Property. Prior to the expiration of the Inspection Period, Buyer shall give to Seller Notice ("Exception Notice") of any exceptions to title set forth in the Title Commitment which are not acceptable to Buyer ("Unacceptable Exceptions"). Seller shall, within ten business (10) days after the date of Seller's receipt of the Exception Notice, deliver to Buyer an owner policy title insurance (endorsement to the “Commitment”) to be Title Commitment issued by the Title Company with regard to the Propertystating which, all at Purchaser’s sole cost and expense. Concurrently with its delivery if any, of the Commitment to Purchaser, Unacceptable Exceptions the Title Company shall deliver copies thereof has or will commit to Sellerremove from the Title Commitment. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and If the Title Company a copy has not issued an endorsement to the Title Commitment removing (or committing to remove) all of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Unacceptable Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before from the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, Commitment within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed the date of Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration 's receipt of the Feasibility Period)Exception Notice, Buyer shall have the right to terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this Section 5(c), whereupon then the Deposit exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens securing payment of monetary sums ("Monetary Liens") shall be returned the "Permitted Encumbrances". Seller agrees to Purchaser pay all Monetary Liens and neither party shall have any further liability hereunder cause all Monetary Liens to be released and satisfied of record prior to the completion of Closing. (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). d) If Purchaser does not timely deliver Seller, without the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object do so and in the default of its obligations under this Agreement fails to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions)complete Closing, the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate otherwise defaults under or breaches this Agreement, whereupon Buyer shall have the right, at Buyer's sole election, either (A) to be returned the Deposit shall be returned plus Buyer's reimbursable costs as hereinafter defined or (B) to Purchaser specific performance and neither party shall have injunctive relief without monetary damages against Seller. Reimbursable costs are defined to include the cost of all charges incurred by Buyer for searching title, the cost of any further liability hereunder (except with respect to Purchaser’s repair plans, surveys and indemnification obligations as set forth in Section 14 below)environmental studies ordered by Buyer, or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects all loan commitment fees paid by Buyer and all other Permitted Exceptionsthe fees, without an abatement of costs and expenses reasonably incurred by Buyer in connection with the Purchase Priceproperty and Buyer's intended acquisition thereof, which in no event may exceed $35,000 in the aggregate. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner ’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticenotice , notify Purchaser whether Seller will or will not attempt to cure such Defects to PurchaserPu rchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the ) and t he Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1 On or before the Due Diligence Date, Buyer, at its sole cost, shall deliver copies of a title insurance commitment and survey for each Property to Sellers, and Sellers and Buyer shall agree upon a list of permitted title exceptions for each Property (athe "Permitted Exceptions") and shall set same forth in an amendment to this Agreement. The Permitted Exceptions shall not include any liens in a liquidated amount, other than Surviving Existing Indebtedness, or the right of first refusal with respect to Property #12 (3000 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, constituting part of the Jxxxx Creek Office and Industrial Park), but shall include the Ground Leases. Sellers shall take no action nor shall Sellers refuse or fail to take an action the result of which is to cause any encumbrances of any kind to be placed upon any Property after the date hereof. At the Settlement DateClosing, title to each Property shall be good and marketable, free and clear of all liens, restrictions, easements, encumbrances, leases and tenancies and without title company exceptions, disclaimers of liability or objections, except for the Permitted Exceptions; and said title shall be insurable as aforesaid at rates usually charged and with such affirmative insurances as Buyer shall have notified the applicable Seller prior to the Due Diligence Date, by the title insurance company or companies chosen by Buyer (collectively, the "Title Company") to insure Buyer's title to such Property. Said title insurance policy shall also contain such other affirmative insurances as are customarily obtained by buyers of similar properties. 5.2 All Improvements shall be within the boundaries of the applicable Property and shall not encroach on the property of others, except for non-material encroachments over which the Title Company is willing to endorse the title insurance policy that the Title Company will be issuing to Buyer. 5.3 Title to the Personalty and the Other Interests shall be good and marketable and free and clear of all liens and liens, encumbrances, easementschattel mortgages, restrictionsleases, rights trust receipts, conditional sales agreements, pledges, title retention contracts, security, interests, tax liens or claims of every kind, nature and similar conditionsdescription whatsoever, excepting Permitted Exceptions (as defined below) except [any leased Personalty or Other Interests]. Sellers shall pay at Closing any sums required to free the Personalty and matters appearing the Other Interests of public any such interest of any third party and to cause the filing of any termination statement or other document required to remove of record on the Effective Date, subject to subparagraph 4(b) belowsuch interest of any third party. (b) During 5.4 Any instrument, assurance or deposit required to obviate a defect in or objection to title shall be in such form, terms, condition and amount as may be reasonably required by Buyer and/or Buyer's institutional lenders in order for the Feasibility PeriodTitle Company to omit any defect, Purchaser objection or exception to title, and any such deposits shall be made with the Title Company. 5.5 If title to one or more Properties cannot be transferred and/or conveyed to Buyer at the time of Closing in accordance with the requirements of this Agreement, then Sellers shall have the right to order adjourn the Closing by written notice to Buyer, which notice shall specify a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery revised date of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or Closing not order any Commitment or Survey, Purchaser shall, no later more than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller original scheduled date of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to thereinClosing. Purchaser’s election to not order any Commitment or Survey If Sellers shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt be unable to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure condition after any such Defects. If Seller elects (or is deemed to adjournment, Buyer shall have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period)option, to terminate this Agreementbe exercised in writing, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except A) of taking such title as Seller can convey with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price to the extent of the cost of curing such violations or conditions (not to exceed one-half of one percent (0.5%) of the portion of the Purchase Price allocated to such Properties); or (B) of terminating this Agreement with respect to any such affected Property (any Property with respect to which this Agreement is terminated whether pursuant to this Section 5.5 or any other provision of this Agreement is hereinafter individually referred to as a "Rejected Property" and collectively referred to as the "Rejected Properties"), in which event (x) the Purchase Price shall be reduced by the portion thereof allocated to such Rejected Properties as set forth on Exhibit "E" and (y) (except as otherwise provided hereunder) there shall be no further liability or obligation on the part of Buyer or the applicable Seller with respect to such Properties hereunder; or (C) if the portion of the Purchase Price allocated to the Rejected Properties exceeds 6.64% of the Purchase Price, of terminating this Agreement. 5.6 Notwithstanding anything contained in Section 5.5 herein, if Buyer has terminated this Agreement with respect to a Rejected Property as provided in Section 5.5 herein, the applicable Seller may require that Buyer purchase any such Rejected Property by written notice to Buyer within sixty (60) days after the date of Closing, if such Rejected Property may be conveyed by the applicable Seller to Buyer in accordance with the requirements of this Agreement within sixty (60) days following the date of Closing. Such notice shall be accompanied by the financial information referred to in Section 9.1(r) together with an amended and/or restated Disclosure Statement to the extent applicable to such Property. If Seller elects such notice is given as set forth above, Buyer shall purchase such Rejected Property upon all of the provisions of this Agreement (for an amount equal to the portion of the Purchase Price allocated to such Property) within a reasonable period after receipt of such notice from such Seller, but in writing as aforesaid no event to attempt exceed forty-five (45) days after receipt of such notice, provided Buyer's ability to cure any Defectsobtain financing for the purchase of such Property, Seller and the terms and expenses of such financing, has not been materially altered. Buyer shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure maintain in effect any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except financing commitments obtained with respect to Purchaser’s repair any Property with respect to which this Agreement has been terminated for sixty (60) days after such termination. If Buyer shall purchase such Rejected Property from Seller in accordance with this Section 5.6, Buyer shall at the closing of such purchase, pay to the applicable Seller an amount equal to one hundred percent (100%) of the reasonable fees and indemnification obligations out- of-pocket expenses reimbursed to Buyer as set forth provided in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject 19.4 hereof with respect to such uncured Defects Property, less any additional reasonable fees and all other Permitted Exceptions, without an abatement out- of-pocket expenses incurred by Buyer in connection with the delayed conveyance of the Purchase Pricesuch Rejected Property. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar sim ilar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner ’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticenotice , notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the ) and t he Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the New Lease and the Permitted Exceptions (Encumbrances; and shall be insurable as defined below) such at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of Title Insurance, 1970 Form B, amended October 17, 1970 and matters appearing October 17, 1984. The premium for the Owner's Policy of public record on the Effective Date, subject to subparagraph 4(b) belowTitle Insurance will be paid by Buyer. (b) During If Seller is unable to convey title to the Feasibility PeriodReal Property to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the options (i) of taking such title as Seller is able to convey with abatement of the Purchase Price in the amount (fixed or ascertainable) of any Monetary Liens or (ii) of terminating this Agreement. Notwithstanding the foregoing, if title to the Property is not as described in Section 5(a) by reason an encumbrance or other title objection arising after the date of the Title Commitment and which objection is the result of any act or omission within the control of Seller, Buyer shall also be entitled to pursue all other remedies available to Buyer at law or in equity. (c) Buyer shall obtain from the Title Company a commitment for Title Insurance ("Title Commitment") with respect to the Property. Within five days after Buyer's receipt of the Title Commitment and a new as-built survey of Property, Buyer shall give to Seller notice ("Exception Notice") of any exceptions to the title set forth in the Title Commitment which are not acceptable to Buyer ("Unacceptable Exceptions"). Buyer agrees that the Leases (as defined in Section 8(a), below) shall not be Unacceptable Exceptions. Seller shall, within ten days from the date of Seller's receipt of the Exception Notice, deliver to Buyer an endorsement to the Title Commitment issued by the Title Company stating which, if any, Unacceptable Exceptions the Title Company has removed from the Title Commitment; and if the Title Company has not issued an endorsement to the Title Commitment removing all of the Unacceptable Exceptions from the Title Commitment within ten days from the date of Seller's receipt of the Exception Notice, then Buyer shall have the right to order a title search terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this subsection 5(c), then the exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens securing repayment of monetary sums ("Monetary Liens") shall be the "Permitted Encumbrances". Seller agrees fully to pay all Monetary Liens and cause all Monetary Liens to be performed with regard to the Property, released and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery satisfied of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event record prior to the expiration completion of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At It shall be a condition to the Settlement Date, Close of Escrow that title to the Property shall be good conveyed to Buyer by Seller by Grant Deed subject only to the following approved condition of title ("Approved Condition of Title"): (a) A lien to secure payment of real estate taxes and marketable and free and clear of all liens and encumbrancesassessments, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belownot delinquent. (b) During the Feasibility Period, Purchaser shall have the right The lien of supplemental taxes assessed pursuant to order a title search to be performed Chapter 3.5 commencing with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery section 75 of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a California Revenue and Taxation Code. (c) All matters which would be disclosed by an inspection or survey of the Property Property. (d) Exceptions which are disclosed by a current preliminary title report (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30"Report") days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions issued by First American Title Insurance Company (such matters being referred to herein as “Defects” "Title Company") and each being a “Defect”), together which are approved or deemed approved by Buyer in accordance with complete copies of each of any Survey and Commitment, and all documents and instruments referred to thereinthis subparagraph. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before Within ten (10) days following the Title Objection Execution Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, at Seller's expense, cause the Title Company to deliver to Buyer and Seller the Report, together with copies of the documents underlying any exceptions referred to in said Report. The failure of Buyer to disapprove any such exceptions by a writing delivered to Escrow Holder and Seller within ten (10) business days after receiving such noticefollowing Buyer's receipt of the Report and copies of the documents referred to in the Report, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice which writing shall specifically delineate the items of disapproval and the reasons therefor, shall be conclusively deemed Seller’s election to be an approval thereof by Buyer. Buyer shall not to cure unreasonably disapprove any title exception. If Buyer timely disapproves any such Defects. If exceptions, Seller elects (or is deemed shall thereafter have the right, but not the obligation, to agree to eliminate such exceptions as Buyer shall have elected) not to attempt to cure such Defects, Purchaser shall be entitled, so disapproved before the Closing by giving notice of Seller's agreement to Buyer on or before ten (10) days following receipt of Buyer's disapproval notice. If, within said ten (10) day period, Seller does not notify Buyer of Seller's agreement to eliminate said disapproved exceptions, Buyer shall have the “Purchaser Notice”) right, by a writing delivered to Seller within and Escrow Holder on or before five (5) days after receiving such notice from Seller (but in any event prior to following the expiration of the Feasibility Period)said ten (10) day period, to terminate this Agreementto: (i) waive its prior disapproval, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure which event said disapproved exceptions shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects approved, or (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (iii) terminate this Agreement, whereupon the in which event Buyer's Initial Deposit, Second Deposit (if any), and any extension fee(s) shall be returned refunded to Purchaser Buyer and neither party thereafter the rights and obligations of the parties hereunder shall have any further liability hereunder terminate. Buyer understands that Seller may be required to record additional documents which affect the Property in order to satisfy map conditions or for other good cause. Should a supplemental report be issued disclosing additional title exceptions, then (i) the foregoing procedures shall apply to the new exceptions disclosed by the supplemental report, except with respect that the above-referenced 10-day and 5-day periods shall be reduced to Purchaser’s repair five (5) days and indemnification obligations as set forth in Section 14 below)two (2) days, or respectively, and (ii) proceed to Settlement and accept title if necessary, the Close of Escrow shall be extended to the Property subject extent necessary to such uncured Defects and all other Permitted Exceptions, without an abatement of accommodate the Purchase Priceforegoing procedures. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner ’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticenotice , notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the ) and t he Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At As soon as reasonably practicable after the Settlement Opening Date, but no later than five (5) days after the opening date, Escrow Agent shall provide to Buyer and Seller a commitment for a standard owner’s title insurance policy in the amount of the Purchase Price issued by Escrow Agent and agreeing to insure fee simple title to the Property in favor of Buyer upon compliance with all of Escrow Agent’s requirements therein (the “Preliminary Title Commitment”), together with the best available copies of all matters of record disclosed as title exceptions in the Preliminary Title Commitment. Buyer shall have seven (7) days after receipt of the Preliminary Title Commitment in which to notify Seller and Escrow Agent in writing, in the Buyer’s sole and absolute discretion, of any matters shown in the Preliminary Title Commitment that are unacceptable to Buyer (the “Objection Notice”). If Buyer fails to object to any matter shown on the Preliminary Title Commitment within the seven (7) day period, the condition of title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record conclusively deemed approved by Buyer. If Buyer objects to any matter shown on the Effective DatePreliminary Title Commitment, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Buyer shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser Escrow Agent of its obligations under this Section 4(b), or any other term or condition set forth hereinobjections. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period)Buyer’s Objection Notice, to terminate this Agreementattempt, whereupon the Deposit shall be returned if Seller so elects, to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaserremove Buyer’s repair and indemnification obligations as set forth in Section 14 below)objections. If Purchaser does not timely deliver Seller is unwilling or unable to remove such objections, Seller shall so notify Buyer in writing, and Buyer shall elect within one (1) days after receipt of Seller’s notice either: (x) to cancel this Agreement and receive return of all Xxxxxxx Money paid; or (y) to close escrow waiving and take title subject to such matters. Failure to give notice to Seller of Buyer’s election shall constitute an election to waive the Purchaser Notice, such failure shall be deemed a waiver matters contained in the Objection Notice and the condition of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be conclusively deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Priceapproved by Buyer. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. It shall be a condition to the Close of Escrow for Buyer’s benefit that, subject to Buyer’s right to approve title as set forth in Section 5 (a) At the Settlement Date), title to the Property shall be good and marketable and free and clear conveyed to Buyer by a special warranty deed (“Deed”), the form of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (which is attached hereto as defined below) and matters appearing of public record on the Effective DateExhibit “B”, subject to subparagraph 4(b) below.the following condition of title (“Condition of Title”): (bi) During the Feasibility Perioda lien to secure payment of general and special real property taxes and assessments, Purchaser shall have the right not delinquent; (ii) a reservation in favor of Seller of all applicable mineral, oil and gas rights, including but not limited to order a title search those rights that were leased to be performed with regard Chesapeake Exploration Limited Partnership pursuant to the Propertyterms of that certain Paid Up Oil and Gas Lease Dated April 17, and to order a commitment for an owner policy title insurance 2007 (the “CommitmentOil and Gas Lease”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost (provided that such reservation shall in no event include any surface entry rights and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not subject to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall further protections as may reasonably be entitled, requested by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event Buyer prior to the expiration of the Feasibility Contingency Period); (iii) matters affecting the Condition of Title created by or with the written consent of Buyer, including, without limitation, any mechanics liens or other encumbrances caused by or related to terminate this Agreement, whereupon Buyer’s construction activities which occur prior to the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder Close of Escrow; and (except with respect to Purchaser’s repair and indemnification obligations as set forth iv) all exceptions which are disclosed by the “Report” described in Section 14 below)5 below and which have been approved by Buyer, as provided therein. If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed As a waiver of Purchasercondition to Buyer’s right obligation to object to any Defects and Purchaser shall proceed to Settlement and accept the Close of Escrow, Escrow Holder in its capacity as title insurer (“Title Company”) shall issue or irrevocably commit to issue, on the Close of Escrow, its Texas Land Title Association Policy of Title Insurance (“Title Policy”) in the amount of the Purchase Price showing title to the Property vested in Buyer subject only to the uncured Defects (which shall be deemed Permitted Exceptions)Condition of Title. Notwithstanding the foregoing, the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid if Buyer fails to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title provide to the Property subject Title Company an updated ALTA Survey satisfactory to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the Title Company for purposes of this Agreementissuing the Title Policy, “Permitted Exceptions” then the Title Policy shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,include a general survey exception.

Condition of Title. It shall be a condition to Buyer's obligations ------------------ hereunder that Title Company shall be committed to issue its ALTA Owner's Extended Coverage Title Insurance Form B-1970 Policy together with such endorsements as Buyer may reasonably require (the "Title Policy") in the amount of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer, subject to the following (the "Condition of Title"): (a) At the Settlement DateA lien to secure payment of real estate taxes, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.not delinquent; (b) During Matters affecting the Feasibility Period, Purchaser shall have Condition of Title created with the right to order a title search to be performed written consent of Buyer; and (c) Exceptions disclosed by the current Preliminary Title Report (the "PTR") with regard respect to the Property, Land and to order a commitment for an owner policy title insurance (the “Commitment”) to be Improvements issued by the Title Company and dated March 13, 1997 (excluding the land described in the PTR as "Parcel Two"), a copy of which is attached as Exhibit C hereto, --------- which are approved pursuant to this section. Seller shall provide Buyer with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery legible copies of the Commitment instruments underlying any exceptions referred to Purchaserin the PTR (the "Exceptions") within ten (10) days following the Opening of Escrow, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a and an ALTA survey of the Property (the “Survey”), at its sole cost Land and expense. Purchaser shall promptly deliver Improvements certified to Seller Buyer and the Title Company a copy of (the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or "Survey, Purchaser shall, no later than the date that is ") within thirty (30) days after following the Effective Date Opening of Escrow (the “Title Objection Date”)PTR, deliver written notice to Seller of any title or survey defectthe Exceptions, lien, encumbrance or other matter with respect to and the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being Survey collectively referred to herein as “Defects” the "Title Documents"). Buyer shall have fifteen (15) days following the delivery of the last of the Exceptions and each being a “Defect”), together with complete copies of each of the Survey to disapprove any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition items set forth hereinin the Title Documents. IfIf Buyer fails to notify Seller within such period, the Title Documents shall conclusively be deemed approved. If Buyer disapproves any items described therein, Seller shall thereafter have the right to attempt to eliminate or ameliorate to Buyer's satisfaction such matters as Buyer shall have so disapproved on or before the Title Objection Date, Purchaser properly gives expiration of the Contingency Period. Seller shall give written notice to Buyer within such period whether Seller is unable or unwilling to eliminate such disapproved matters. If Seller so notifies Buyer that it is unable or unwilling to eliminate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder on or before the date that is fifteen (15) days following the delivery of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether to: (i) waive its prior disapprovals of those matters which Seller will or will not attempt is unable to cure eliminate, in which event such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice disapproved matters shall conclusively be deemed Seller’s election not to cure any such Defects. If Seller elects approved, or (or is deemed to have electedii) not to attempt to cure such Defectsterminate the Escrow, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any which event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser Buyer and neither party thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall have terminate; provided, however, that in any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure event Seller shall be deemed a waiver of Purchaser’s right obligated to object to remove any Defects and Purchaser shall proceed to Settlement and accept title to monetary liens against the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. 5.1. If, prior to "Closing" (a) At the Settlement Dateas hereinafter defined), title a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Surveythe Updated Survey discloses any new Unpermitted Exception, Purchaser shallSeller covenants and agrees that, no later than the date that is within thirty (30) days after from the Effective Date (date of the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect date-down to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Title Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b)the Updated Survey, or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required hereinapplicable, Seller shall, within ten (10) business days after receiving subject to the provisions of Paragraph 11 hereof, at Seller's expense, bond over, cure and/or have any Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such noticeUnpermitted Exceptions. In such event, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice the time of Closing shall be deemed Seller’s election not delayed, if necessary, to cure any such Defectsgive effect to said aforementioned time period. If Seller elects (or is deemed to have elected) not to attempt fails to cure such Defectsor have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period, Purchaser shall be entitled, by giving may terminate this Agreement upon notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the Feasibility Period)preceding sentence, Purchaser shall be deemed to terminate have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this AgreementAgreement in accordance with the terms of this Paragraph 5.1, whereupon this Agreement shall become null and void without further action of the Deposit parties, all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, Purchaser shall be entitled to receive from Seller an amount equal to the actual costs paid or incurred by Purchaser in connection with this Agreement, which amount shall not exceed the amount of the Earnest Money on deposit with thx Xxxxxw Agent at the time of said termination, and neither party shall have any further liability hereunder (to the other, except with respect for Purchaser's obligation to Purchaser’s repair indemnify Seller and indemnification obligations restore the Property, as more fully set forth in Section 14 below)Paragraph 7. 5.2. If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right Seller agrees to object to any Defects and Purchaser shall proceed to Settlement and accept convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") in recordable form subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances Exceptions and any violations or any encroachments thereof,Unpermitted Exceptions waived by Purchaser.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it i t is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to PurchaserPurchaser , other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), or 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,mean

Condition of Title. (a) At the Settlement Date, title Title to the Real Estate shall be good and marketable, free and clear of all liens, encumbrances, encroachments, covenants, conditions, restrictions, leases, licenses, security interests, easements, rights of way and other title objections, except those leases, tenancies, licenses and other rights of occupancy and use for all or any portion of the Property (the "Leases") set forth in Exhibit "C" hereto, and those other title objections described in Exhibit "D" hereto (collectively the "Permitted Conditions of Title"); and title shall be insurable as such under an ALTA Form B owner's policy of title insurance (as most recently revised) issued at regular rates (with no additional charge for the endorsements hereinafter described) by any reputable title insurance company, in the amount of at least Twenty-Four Million Nine Hundred Sixty Thousand Dollars ($24,960,000) ("Title Policy"), which Title Policy shall include, without limitation, the endorsements commonly known as a "separate tax lot" endorsement, an "access" endorsement, a "survey" endorsement, a "contiguity" endorsement, a "tax parcel" endorsement, an endorsement insuring that the covenants, conditions and restrictions which constitute part of the Permitted Conditions of Title have not been violated and that any future violation thereof will not cause a forfeiture or reversion of title, ALTA endorsement 3.1, commonly known as a "zoning" endorsement, ALTA endorsement 9, commonly known as a "comprehensive" endorsement and additional endorsements as may be reasonably required by Buyer or the Lender. Title to the Personalty shall be good and marketable and free and clear of all liens liens, security interests and other encumbrances, easements, restrictions, rights and similar conditions, excepting other than the Permitted Exceptions (as defined below) and matters appearing Conditions of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Title. Buyer shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance ("Title Commitment") promptly following the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expensedate of this Agreement. Concurrently with its delivery of the Commitment to Purchaser, the Title Company Buyer shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”)Commitment, together with complete copies a list of each all objections to title, including, without limitation, Permitted Conditions of any Survey and CommitmentTitle, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b)which Buyer deems unacceptable, or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller by February 8, 1999. In the event Buyer is dissatisfied, for any reason, with the status of one or more Defects as required hereintitle (including, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions)without limitation, the Permitted ExceptionsConditions of Title), all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement then Buyer may terminate this Agreement as a failure of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth condition described in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price8.1 hereof. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement DateClosing, Seller shall convey to Purchaser by special warranty deed good and marketable fee simple title to the Land and title to the other Property by a Xxxx of Sale by an Assignment of Contracts and Warranties. Title to the Land shall further be good and marketable and (i) free and clear of all liens and encumbrancesliens, restriction, easements, restrictionsencumbrances, rights claims or liens by contractors, subcontractors, mechanics and similar conditionsmaterialmen, excepting leases, tenancies and other title objections except for those listed on Schedule 4(g) attached (the "Permitted Exceptions Exceptions"); and (ii) insurable as defined below) aforesaid at ordinary rates by any reputable title insurance company licensed to do business in the State of Arizona. Title to the Property other than the Land shall be conveyed free of all security interests, debts and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belowclams by third parties. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject Land cannot be conveyed to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but Purchaser at the time of Settlement such Defects in accordance with the requirements of this Agreement, then Purchaser shall have not been cured, Purchaser’s sole the option and remedy shall be either to of: (i) terminate this Agreementtaking such title as Seller can convey without abatement of the Purchase Price provided, whereupon however, that if there are liens, encumbrances, defects or other objections to title (other than the Deposit Permitted Exceptions) which are or have been or reasonably can be reduced to a monetary amount, Seller shall be returned pay and discharge same and shall deliver to Purchaser and neither party shall have any further liability hereunder (except at Closing all instruments, in recordable form, sufficient to satisfy of record such liens, encumbrances, defects or other objections to title together with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below)the cost of recording or filing said instruments, or (ii) proceed terminating this Agreement by giving written notice to Settlement Seller, in which case the Deposit and accept all interest earned thereon shall be returned to Purchaser whereupon, neither party shall have further rights, liabilities or obligations hereunder. Nothing contained herein shall preclude Purchaser from maintaining an action for specific performance and/or damages against Seller for a breach of this Agreement, if title to the Property subject cannot be conveyed by Seller to such uncured Defects and all other Permitted ExceptionsBuyer at Closing in accordance with the requirements of this Agreement by reason of Seller's affirmative act or intentional omission with respect only to those matter set forth in 4(c) below resulting in a failure to comply with any term, without an abatement covenant, condition or provision contained herein relating to the condition of the Purchase Pricetitle. (c) For Seller warrants that at all times while this Agreement remains in effect, Seller will not, except to the purposes of this Agreementextent specifically set forth herein, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payableexecute any easements, covenants, conditions, restrictions, or rights-of-way with respect to the Land; (ii) applicable zoningmortgage or encumber the Land; (iii) enter into any recorded or unrecorded contracts or leases with respect to the Land; (iv) lease more than seventy (70) apartments contained in the Apartment Complex; (v) execute any lease for an apartment in the Apartment Complex for a term in excess of one year, building (vi) seek any zoning changes or other governmental approvals with respect to the Land; or (vii) do, or voluntarily permit to be done, anything which would adversely affect the condition of title to the Land from and other laws, regulations and ordinances and any violations or any encroachments thereof,after the date of this Agreement through the completion of Settlement.

Condition of Title. (a) At the Settlement Date5.1. Seller agrees to convey to Purchaser good, marketable and fee simple title to the Property shall be good Fee Parcel and marketable all of the Improvements located on the Fee Parcel and, subject to the terms of Paragraphs 5.2 through 5.4, without defect and free and clear of all liens and liens, encumbrances, easements, tenancies, covenants, restrictions, rights reservations, conditions and similar conditionsother exceptions to title by special warranty deed (the "Deed") in recordable form, excepting subject only to the Permitted Exceptions (as defined below) relating to the Fee Parcel and matters appearing of public record the Improvements located on the Effective DateFee Parcel and any Unpermitted Exceptions relating to the Fee Parcel or the Improvements located on the Fee Parcel waived or accepted by Purchaser in accordance with the terms hereof. Seller agrees to convey all of its right, title and interest in, to and under the Ground Lease and all of the Improvements located on the Ground Lease Parcel to Purchaser by a recordable assignment and assumption of lease ("Assignment of Lease and Conveyance of Improvements"), in the form attached hereto as Exhibit G and, subject only to subparagraph 4(b) belowthe Permitted _________ Exceptions relating to the Ground Lease Parcel and the Improvements located on the Ground Lease Parcel and any Unpermitted Exceptions relating to the Ground Lease Parcel or the Improvements located on the Ground Lease Parcel waived or accepted by Purchaser in accordance with the terms hereof. 5.2. If, prior to Closing, a date-down to the Title Commitments or the Current Survey discloses any Unpermitted Exceptions not set forth in the Title Commitments and not caused by the deliberate acts of Seller (b) During the Feasibility Period"New Unpermitted Exceptions"), Purchaser Seller shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after from receipt of the Effective Date date-down to cure said New Unpermitted Exceptions at Seller's sole cost and expense and the Closing shall be delayed as necessary to give effect to such time periods set forth in this Paragraph 5. If Seller, despite undertaking commercially reasonable efforts to do so, is unable to cure all New Unpermitted Exceptions (the “Title Objection Date”), deliver written notice parties agreeing that Seller shall not be required to Seller cure any New Unpermitted Exceptions with the payment of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchasermoney, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together in accordance with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth Paragraph 5.4 herein. If, ) on or before the expiration of said thirty (30) days, then within the next ten (10)-day period Purchaser and Seller shall jointly determine the "Title Objection DateCosts" (hereinafter defined) with respect to said New Unpermitted Exceptions. If the Title Insurer is unwilling to insure over the New Unpermitted Exceptions to Purchaser's reasonable satisfaction and the New Unpermitted Exceptions cannot be cured with the payment of money, Seller shall notify Purchaser properly gives notice of same and Purchaser shall, by written election given to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving Purchaser's receipt of such noticenotice from Seller, notify either accept title subject to said New Unpermitted Exceptions which cannot be cured with the payment of money without a reduction in the Purchase Price or terminate this Agreement. If Purchaser whether Seller will fails to make an election within said ten (10)-business day period, then Purchaser shall be deemed to have elected to terminate this Agreement. Upon such election (or will not attempt deemed election) to terminate, the Earnest Money together with all interest earned thereon shall bx xxxxxiately returned to Purchaser and thereupon neither party shall have any rights against the other or any further liability to the other, except for Purchaser's obligations pursuant to Paragraphs 7.1 and 7.2 hereof and as otherwise specifically set forth in this Agreement to survive the termination hereof. If the Title Insurer is willing to insure over the New Unpermitted Exceptions to Purchaser's reasonable satisfaction or if the New Unpermitted Exceptions can be cured with the payment of money, then the amount required to cure such Defects or remove the New Unpermitted Exceptions or to cause the Title Insurer to insure over the New Unpermitted Exceptions to Purchaser’s 's reasonable satisfaction shall be referred to as the "Title Costs". Seller shall be obligated to cure or to cause the Title Insurer to insure over to Purchaser's reasonable satisfaction all Unpermitted Exceptions not set forth on the Title Commitments as of the date hereof which are caused by the deliberate acts of Seller. Furthermore, Seller agrees to pay any and all liability to the County of Maricopa or other appropriate governmental authority for the possessory interest tax or any other tax on the Ground Lease and/or Ground Lease Parcel accruing prior to the date of Closing to the extent such a liability is imposed against Seller's interest in the Ground Lease and/or Ground Lease Parcel. In no event shall the possessory interest tax on Seller's interest in the Ground Lease or Ground Lease Parcel be included in the definition of "Title Costs". 5.3. In the event the Title Costs aggregate a sum that is less than or equal to $500,000.00, then, at Closing, Purchaser shall receive a credit to the Purchase Price equal to the aggregate Title Costs less $250,000.00 and Purchaser shall take title to the Property free and clear of all Unpermitted Exceptions and all New Unpermitted Exceptions or with the Unpermitted Exceptions and the New Unpermitted Exceptions insured over to Purchaser's reasonable satisfaction. Failure If the aggregate Title Costs are greater than $500,000.00, then Seller shall have the right to elect, by written notice given to Purchaser within ten (10) business days after the determination of the aggregate Title Costs, to either (i) terminate this Agreement (a "Title Termination Notice") in which case this Agreement shall be terminated and the Earnest Money shall be immediately returned to Purchaser togethxx xxxx all interest earned thereon and thereupon neither party shall have any rights against the other or any further liability to the other, except for Purchaser's obligations pursuant to Paragraphs 7.1 and 7.2 hereof and as otherwise specifically set forth in this Agreement to survive the termination hereof, or (ii) give Purchaser a credit, at Closing, against the Purchase Price equal to the Title Costs less $250,000.00 (a "Title Credit Notice"). The failure of Seller to deliver such notice a Title Termination Notice or a Title Credit Notice within the time period above provided shall be deemed Seller’s election not to cure any such Defectsdelivery of the Title Credit Notice. If Seller elects delivers a Title Termination Notice, then Purchaser shall have the right to negate the Title Termination Notice (in which case the Title Termination Notice shall be null and void and this Agreement shall remain in full force and effect), by delivering to Seller, on or before ten (10) business days after Purchaser's receipt of the Title Termination Notice, a statement agreeing to purchase the Property with a $250,000.00 credit to the Purchase Price, in which event Seller shall have no obligation to remove or cause the Title Insurer to insure over such New Unpermitted Exceptions and Seller shall give Purchaser a credit, at the Closing, equal to $250,000.00. Notwithstanding the foregoing, if Seller delivers or is deemed to have elected) not to attempt to cure such Defectsdelivered the Title Credit Notice and the aggregate Title Costs exceed $1,500,000.00, then Purchaser shall be entitled, have the right to negate the Title Credit Notice by giving written notice (the “Purchaser Notice”) to Seller within five given on or before ten (510) business days after receiving such notice from Seller (but in any event prior to the expiration receipt of the Feasibility Period)Title Credit Notice, to in which case this Agreement shall terminate this Agreement, whereupon and the Deposit Earnest Money together with all interest earned thereon shall be bx xxxxxiately returned to Purchaser and thereupon neither party shall have any rights against the other or any further liability hereunder (to the other, except with respect for Purchaser's obligations pursuant to Purchaser’s repair Paragraphs 7.1 and indemnification obligations 7.2 hereof and as otherwise specifically set forth in this Agreement to survive the termination hereof. 5.4. Notwithstanding anything contained in this Agreement to the contrary: (a) the term Title Costs excludes all monetary liens, charges and encumbrances evidencing an obligation for the payment of money as of the date of this Agreement affecting the Property and all "New Monetary Liens" (hereinafter defined) that Seller is required to cure or cause the Title insurer to insure over, and (b) Seller agrees (i) to cause all requirements appearing in the Title Commitments to be satisfied at Seller's own sole cost and expense at or prior to the Closing, (ii) to cure or cause the Title Insurer to insure over all Unpermitted Exceptions caused by the deliberate acts of Seller and Special Exceptions set forth on Schedule B - Section 14 below). If Purchaser does not timely deliver 2 of the Purchaser NoticeFee Commitment as Numbers 11 and 12 and Special Exceptions set forth on Schedule B - Section 2 of the Leasehold Commitment as Numbers 10 and 11, such failure shall and (iii) to cause all monetary liens, charges and encumbrances evidencing an obligation for the payment of money to be deemed a waiver of Purchaser’s right released from the Property at or prior to object to any Defects the Closing at Seller's own sole cost and expense, and Purchaser shall proceed to Settlement and accept title to agrees that the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement proceeds of the Purchase PricePrice may be used at the Closing for such purpose; provided, however, that if any monetary liens, charges or encumbrances evidencing an obligation for the payment of money are placed against the Property after 7:30 a.m. September 12, 1995 ("New Monetary Liens"), Seller shall not be obligated to convey title free and clear of such New Monetary Liens and close the transaction set forth herein, unless such New Monetary Liens arise out of the "Asbestos Abatement" (hereinafter defined), were placed on the Property by reason of Seller's deliberate act or the aggregate amount required to remove or bond over such New Monetary Liens is less than $3,237,500.00. If Seller elects in writing as aforesaid not to attempt remove such New Monetary Liens that are not required to cure any Defectsbe removed, Seller Purchaser shall use commercially reasonable efforts not be obligated to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at close title and this Agreement shall terminate and the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy Earnest Money together with all interest earned thereon shall be either to (i) terminate this Agreement, whereupon the Deposit shall be xx xxxxdiately returned to Purchaser and thereupon neither party shall have any rights against the other or any further liability hereunder (to the other, except with respect for Purchaser's obligations pursuant to Purchaser’s repair Paragraphs 7.1 and indemnification obligations 7.2 hereof and as otherwise specifically set forth in Section 14 below), or (ii) proceed this Agreement to Settlement and accept title to survive the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricetermination hereof. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. Within five (a5) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on calendar days after the Effective Date, subject to subparagraph 4(b) below. Purchaser will obtain an ALTA Preliminary Commitment for Title Insurance (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (hereafter called the “Title Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery Seller will deliver a copy of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a existing survey of the Property (the “Survey”)Real Property. Buyer, at its sole cost and expense, shall be responsible for ordering an update of the survey (the “Survey”). Purchaser shall promptly deliver be responsible for all of the costs and expenses associated with the Survey and Title Commitment. The Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to Seller the Real Property, and include copies of all documents referred to as exceptions to title. If any exceptions appear in the Title Company a copy of Commitment, or any encroachments or other matters appear on the Survey as soon as it is available. Regardless of Purchaser’s election Survey, to order or not order any Commitment or Surveywhich Purchaser objects, Purchaser shall, no later than during the date that is thirty Inspection Period, notify Seller in writing of its objections to title and survey (30) days after the Effective Date (the an “Title Objection DateNotice”). Purchaser shall not be required to object to, deliver written notice and Seller shall be obligated to discharge and/or terminate at Closing or make arrangements reasonably satisfactory to Purchaser to have such discharged or terminated following Closing in accordance with customary practice, any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed by Seller of (collectively, “Voluntary Encumbrances”) and such Voluntary Encumbrances shall not be included as Permitted Exceptions. Except for Voluntary Encumbrances, Seller may, but shall not be obligated to, undertake to eliminate or cure any title or survey defect, lien, encumbrance or other matter with respect objections of Purchaser contained in the Objection Notice (collectively “Defects of Title”) to the Property that is unacceptable to reasonable satisfaction of Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. At Purchaser’s election sole option and discretion, a removal or cure may be effected by issuance of title insurance eliminating or insuring against the specified Defects of Title. If Seller fails to not order cure or eliminate any Commitment or Survey shall not relieve Purchaser Defects of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shallTitle, within ten (10) business days after receiving receipt of the Objection Notice, or gives notice within such notice, notify Purchaser whether ten (10) day period that Seller will or will not attempt declines to cure or eliminate such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defectsof Title, Purchaser shall be entitled, by giving notice (have the “Purchaser Notice”) to Seller option exercisable within five (5) days after receiving the end of such ten (10) day period or after receipt of such notice from Seller (but in any event prior to the expiration of the Feasibility Period)Seller, as applicable, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement or (ii) waive its objection to such Defects of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the Purchase Price). In the event Seller does not receive Purchaser’s written notice to terminate the Agreement or Purchaser’s waiver of such Defects of Title within such five (5) day period, then Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser exercises its right to terminate the Agreement, whereupon Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall be returned thereafter have no further rights or obligations pursuant to Purchaser this Agreement, except those that expressly survive termination hereunder. All matters relating to the state of title and neither party shall have any further liability hereunder (except matters shown on the Survey with respect to Purchaser’s repair and indemnification obligations the Real Property existing as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. date of the Title Commitment or the Survey, as the case may be, which Purchaser did not include in the Objection Notice or which are subsequently waived or deemed waived by Purchaser, together with (ca) For the purposes of this Agreementzoning, “Permitted Exceptions” shall mean building and other governmental and quasi-governmental laws, codes and regulations, (ib) liens for real estate such taxes and special assessments as will not yet be, as of the Closing Date, due and payable, (iic) applicable zoningrights of tenants under the Leases, building and other lawsthose claiming by, regulations through and ordinances under said tenants and any violations or any encroachments thereof,(d) acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to herein as the “Permitted Exceptions.”

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting Permitted Exceptions except for the Tenant Lease (as defined below) and matters appearing the Permitted Encumbrances (as defined below), and shall be insurable as such and as provided in this Agreement at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of public record on Title Insurance, 1970 Form B, amended October 17, 1970 and October 17, 1984 (the Effective Date"Owner's Policy of Title Insurance"). The Owner's Policy of Title Insurance shall also contain endorsements insuring that (A) the covenants, subject conditions and restrictions included in the Permitted Encumbrances have not been violated and that a future violation thereof will not cause a forfeiture or reversion of title, (B) all portions of the Land are contiguous to subparagraph 4(beach other without any strips or gores between and constitute a single, contiguous tract, and (C) belowthe Land has direct access to Oak Hill Road which is a publicly dedicated street owned and maintained by the proper governmental authority. The premium (at ordinary rates) for the Owner's Policy of Title Insurance and such endorsements will be paid by Buyer. (b) During If Seller is unable to convey title to the Feasibility PeriodProperty to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the right options (i) of taking such title as Seller is able to convey with abatement of the Purchase Price in the amount (fixed or ascertainable) of any mortgages or other monetary liens on the Real Property, or (ii) of terminating Buyer's obligations under this Agreement and being repaid the Deposit; and upon payment to Buyer of the Deposit, this Agreement shall be null and void and neither party shall have any obligations hereunder. If Buyer terminates this Agreement pursuant to this Section 5(b), Seller and Buyer shall immediately deliver to the Title Company written instructions to pay the Deposit to Buyer. (c) Promptly after execution of this Agreement, Buyer shall order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance Commitment For Title Insurance (the “Commitment”) to be issued by "Title Commitment")from the Title Company with regard respect to the PropertyReal Property . After receipt of the full Title Commitment and a new survey of the Land (which new survey shall be obtained by Buyer, all at Purchaser’s Buyer's sole cost and expense. Concurrently with its delivery ), Buyer shall give to Seller notice ("Exception Notice") of the Commitment any exceptions to Purchaser, title set forth in the Title Company shall deliver copies thereof Commitment which are not acceptable to SellerBuyer ("Unacceptable Exceptions"). Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticefrom the date of Seller's receipt of Exception Notice, notify Purchaser whether deliver to Buyer an endorsement to the Title Commitment issued by the Title Company stating which, if any, Unacceptable Exceptions the Title Company has removed from the Title Commitment; and if the Title Company has not issued an endorsement to the Title Commitment removing all of the Unacceptable Exceptions from the Title Commitment within ten (10) days from the date of Seller's receipt of the Exception Notice, then Buyer shall thereafter have the right to terminate this Agreement by notice to Seller will or will not attempt If Buyer terminates this Agreement pursuant to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice the provisions of the preceding sentence, there shall be deemed Seller’s election not no further liability or obligations on the part of Buyer or Seller under this Agreement and Seller shall cause the Title Company to cure any such Defectsreturn to Buyer the Deposit and all interest accrued thereon. If Seller elects Buyer does not terminate this Agreement pursuant to the provisions of this subparagraph 4(c), then the exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens securing repayment of monetary sums (or is deemed to have elected"Liens") not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) "Permitted Encumbrances". Seller agrees fully to Seller within five (5) days after receiving such notice from Seller (but in any event pay all Liens and cause all Liens to be released and satisfied of record prior to the expiration completion of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear As soon as practicable after execution of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Periodthis Agreement, Purchaser shall have the right to order a title search to be performed with regard to the Propertywill obtain, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s 's sole cost and expense. Concurrently with its delivery of , an ALTA Preliminary Commitment for Title Insurance (hereafter called the Commitment "Title Commitment") issued by a Ticor Title Insurance Company ("Title Company"), showing fee simple title to Purchaser, the Title Company shall deliver copies thereof to Premises in Seller. Such Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to the Premises, and include copies of all documents referred to as exceptions to title. Promptly after receipt, Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to furnish Seller and the Title Company a copy of such Title Commitment and all such documents. If any exceptions appear in the Survey as soon as it is available. Regardless of Purchaser’s election Title Commitment to order or not order any Commitment or Surveywhich Purchaser objects, Purchaser shall, no later within twenty (20) days after the receipt of the Title Commitment, notify Seller in writing of its objections to title. Seller will then promptly undertake to eliminate or cure (i) any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed, including without limitation the release and discharge of the documents evidencing and securing a loan made to Seller by KeyBank National Association, (ii) any mechanic's lien, or (iii) involuntary encumbrances which may be discharged by the payment of money, or bonding in lieu thereof (collectively, "Voluntary Encumbrances"), and may undertake to eliminate or cure title objections other than Voluntary Encumbrances ("Non-Voluntary Encumbrances") to the date that is reasonable satisfaction of Purchaser. If Seller fails to cure or eliminate Non-Voluntary Encumbrances within thirty (30) days after the Effective Date (the “Title Objection Date”)receipt of such notice, deliver Purchaser may terminate this Agreement by written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, given within ten (10) business days after receiving the end of such noticethirty (30) day period, notify Purchaser whether whereupon Escrow Agent shall immediately repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement except such obligations which expressly survive such termination. In lieu of such termination, if Seller will or will does not attempt elect to cure or eliminate any such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not Non-Voluntary Encumbrance, Purchaser may elect to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser them at Purchaser's cost and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyexpense, without an abatement of any adjustment to the Purchase Price. If Seller elects in writing as aforesaid to attempt to Upon the elimination or cure any Defectsof such title objections, Seller the Title Company shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned issue to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement a specimen of the Purchase Price. ALTA Standard Form Owner's Title Insurance Policy to be issued to Purchaser at Closing (the "Specimen Policy"). Any easements, restrictions, covenants and encroachments to which Purchaser has not objected, together with (a) such state of facts as are shown on an accurate survey of the Premises, (b) zoning and other laws and regulations affecting the Premises, and (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate such taxes and special assessments as will not yet be, as of the Closing Date, due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,are hereafter referred to as "Permitted Exceptions."

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,mean

Condition of Title. (a) At the Settlement Date, Fee simple title to the Property Premises shall be conveyed to Buyer in accordance with all of the provisions of this Agreement, and such title shall be (i) good and marketable and free and clear of all liens and liens, assessments, restrictions, judgments, encumbrances, easements, restrictionsleases, tenancies, options to purchase, agreements to purchase (other than this Agreement), claims or rights of use or possession and similar conditionsother title objections or exceptions including any lien or future claim for materials or labor supplied in improvement of the Premises or for taxes or assessments, excepting except for "Permitted Exceptions Liens" listed on Exhibit "B" attached hereto and made a part hereof as such shall be modified in accordance with Subsection (a)(i) immediately below, and (ii) insurable as defined below) and matters appearing of public record on aforesaid at regular rates not including any endorsement costs by Commonwealth Land Title Insurance Company or any other reputable title insurance company selected by Buyer (the Effective Date, subject to subparagraph 4(b) below"Title Insurer"). (bi) During the Feasibility Period, Purchaser Buyer shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of report on the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving receipt of such noticetitle report Buyer shall deliver to Seller a copy thereof, notify Purchaser whether Seller will or will not attempt accompanied by a written notice as to cure such Defects which title exceptions are acceptable to Purchaser’s reasonable satisfactionBuyer. Failure by Seller to deliver such notice Those title exceptions which Buyer states are acceptable shall be deemed Seller’s election not added to cure any such Defects. If Exhibit "B." (b) Seller elects (or is deemed shall use best efforts to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept cause title to the Property subject to conform to the uncured Defects requirement set forth above. If Seller determines that it cannot or will not deliver title as requested by Buyer, Seller shall notify Buyer and Buyer shall have the option of either: (which shall i) Taking such title as Seller can or will cause to be deemed Permitted Exceptions), conveyed and waiving the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyunfulfilled condition, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure Price (except that any Defectsmortgages, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defectsjudgments, but at or other monetary liens affecting the time Premises that can be cured forthwith by the payment of Settlement such Defects have not been cured, Purchaser’s sole option and remedy money shall be either to (i) terminate this Agreementpaid and discharged from the Purchase Price, and Buyer may so apply the Purchase Price), whereupon the Deposit parties hereto shall complete the transaction herein contemplated and the provisions relating to the condition of title shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), deemed waived by Buyer; or (ii) proceed Terminating this Agreement by giving notice to Settlement Seller, whereupon the Deposit, together with any interest earned thereon, shall be promptly released to Buyer, and accept title to the Property subject to such uncured Defects and all other Permitted Exceptionsthereafter, without an abatement of the Purchase Priceneither party hereto shall have any further rights, liabilities or obligations hereunder, except for rights, liabilities, or obligations, if any, which expressly survive this Agreement. (c) For Anything in this Section 3 to the purposes contrary notwithstanding, if title to the Premises cannot be conveyed by Seller to Buyer at Settlement in accordance with the requirements of this Agreement by reason of Seller's affirmative act following execution of this Agreement by Seller and resulting in a failure to comply with any term, covenant, condition or provision contained herein relating to the condition of title, or if Seller shall enter into any recorded or unrecorded contracts with respect to the Premises (other than amendments to this Agreement), “Permitted Exceptions” seek any zoning changes or other governmental approvals with respect to the Premises, or do anything which would adversely affect the condition of title to the Premises from and after the date of this Agreement through the completion of Settlement, all without first obtaining Buyer's prior written consent in each instance, which consent shall mean (i) liens for real estate taxes and assessments not yet due and payablebe unreasonably withheld or delayed, (ii) applicable zoningthen Buyer shall, building and in addition to having the right to exercise the foregoing options, be entitled to pursue any other lawsremedy available to Buyer at law or in equity. It shall be Seller's obligation to deliver to the Title Insurer any owner's affidavit which the Title Insurer may reasonably request as a condition of granting the title insurance described herein, regulations and ordinances and any violations or any encroachments thereof,taking into consideration the pending Bankruptcy Case.

Condition of Title. (a) At the Settlement Date, title (i) Title to the Property Properties shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the Permitted Exceptions Encumbrances (as defined below), and shall be insurable as such and as provided in this Agreement at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of Title Insurance, Form B, amended October 17, 1970 and October 17, 1984 (the "Owner's Policy of Title Insurance"). (ii) The Owner's Policy of Title Insurance shall also contain endorsements insuring (A) that the covenants, conditions and matters appearing restrictions included in the Permitted Encumbrances have not been violated and that a future violation thereof will not cause a forfeiture or reversion of public record on title; and (B) that each of the Effective Date, subject parcels constituting the Land has direct access to subparagraph 4(ba publicly dedicated road owned and maintained by the proper governmental authority. (iii) belowThe premium (at ordinary rates) for the Owner's Policy of Title Insurance and such endorsements will be paid by Buyer. (b) During If Seller is unable to convey title to any of the Feasibility PeriodProperties to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the right to order a options: (i) of taking such title search to be performed with regard to the Property, and defective Property or defective Properties as Seller is able to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company convey with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery abatement of the Commitment to Purchaser, Purchase Price in the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property amount (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order fixed or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30ascertainable) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance mortgages or other matter with respect to the monetary liens on such defective Property that is unacceptable to Purchaser, other than Permitted Exceptions or defective Properties; or (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies ii) of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its terminating Buyer's obligations under this Agreement and being repaid the Deposit. If Buyer does not terminate this Agreement pursuant to this Section 4(b5(b), or any other term or condition set forth herein. Ifupon payment to Buyer of the Deposit pursuant to clause (ii) above, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice this Agreement shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser null and void and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below)hereunder. If Purchaser does not timely Buyer terminates this Agreement pursuant to this Section 5(b), Seller and Buyer shall immediately deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject Title Company written instructions to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon pay the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceBuyer. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the The Pomona Property shall be sold and conveyed at Settlement with good and marketable and free and clear of all liens and encumbrancestitle, easements, restrictions, rights and similar conditions, excepting subject only to the Permitted Title Exceptions (as defined below) and matters appearing of public record on hereinafter defined. After the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Buyer shall have the right to order a title search to be performed with regard to from the PropertyTitle Insurer, and direct the Title Insurer promptly to order deliver to Buyer and Seller, a preliminary title commitment for an owner ALTA extended owner’s policy of title insurance (the “Commitment”) to be issued by the Title Company with regard respect to the Pomona Property, together with complete and legible copies of all at Purchaser’s sole cost instruments and expense. Concurrently with its delivery of the Commitment documents referred to Purchaser, the Title Company shall deliver copies thereof as exceptions to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date title (the “Title Objection DateCommitment”). Within two (2) days of the Effective Date, Seller shall deliver written notice to Seller Buyer a copy of any title work in its possession or survey defectunder its direction or control for the Pomona Property. Within fifteen (15) days after receipt of the Title Commitment but, lienin any event, encumbrance or other matter with respect prior to the Property that is unacceptable to Purchaserexpiration of the Due Diligence Period, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”defined in Section 9(a), together with complete copies of each Buyer shall give Seller notice of any Survey title exceptions which adversely affect the Pomona Property and Commitment, and all documents and instruments referred as to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defectswhich Buyer reasonably objects. If Seller elects (or is deemed to any additional title exceptions are revealed after the expiration of the Due Diligence Period, Buyer shall have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving notice thereof to reasonably object thereto. If, for any reason, Seller is unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitment, Seller shall give Buyer notice thereof; it being understood and agreed that the failure of Seller to give such notice from within ten (10) days after Buyer’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Buyer has reasonably objected, Buyer may elect (but in any event prior to the expiration of the Feasibility Period), i) to terminate this Agreement, whereupon or (ii) to consummate the Deposit transactions contemplated hereby, notwithstanding such title defects and/or title exceptions, without any abatement or reduction in the Purchase Price on account thereof in which such defects and/or title exceptions (both objected to and not objected to by Buyer) shall be returned considered Permitted Title Exceptions. Buyer shall make any such election by written notice to Purchaser and neither party shall have any further liability hereunder (except with respect Seller given on or prior to Purchaserthe fifth business day after Seller’s repair and indemnification obligations as set forth in Section 14 below)notice of its inability or unwillingness to cure such defect. If Purchaser does not timely deliver the Purchaser Notice, Failure of Buyer to give such failure notice shall be deemed a waiver of Purchaser’s right an election by Buyer to object to any Defects and Purchaser shall proceed to Settlement and accept in accordance with clause (ii) above. (b) If title to the Pomona Property subject cannot be conveyed to Buyer at Settlement in accordance with the uncured Defects requirements of this Agreement, then Buyer, as its sole remedy, shall have the option of either: (which shall i) Taking such title as Seller can cause to be deemed Permitted Exceptions), conveyed and waiving the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Surveyunfulfilled condition, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit parties hereto shall complete the transaction herein contemplated and the provisions relating to the condition of title shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), deemed waived by Buyer; or (ii) proceed Terminating this Agreement by written notice to Settlement Seller, whereupon Seller shall reimburse Buyer its actual out-of-pocket costs incurred in connection with this transaction, provided, however, in no event will such reimbursement exceed $40,000.00 (“Buyer’s Costs”), this Agreement shall become null and accept title to the Property subject to such uncured Defects and all other Permitted Exceptionsvoid; and, without an abatement of the Purchase Pricethereafter, neither party hereto shall have any further rights, liabilities or obligations hereunder. (c) For Seller agrees that so long as this Agreement is in effect, Seller shall not voluntarily further encumber the purposes Pomona Property. In the event the Pomona Property is encumbered by an involuntary lien or some other cloud on title, Seller shall use reasonable efforts to cause such lien or cloud to be removed, but Seller shall have no obligation to expend funds to obtain the removal of this Agreementsuch involuntary lien or cloud. Notwithstanding the above, “Permitted Exceptions” Seller shall mean (i) satisfy all monetary liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,judgments capable of being satisfied by the payment of money.

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and (i) free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights claims or liens by contractors, subcontractors, mechanics and similar conditionsmaterialmen, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Dateleases, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance financing statements or other matter with respect to the Property that is unacceptable to Purchaserpersonal property liens or encumbrances and other title objections, other than Permitted Exceptions such title exceptions as may be approved by Buyer within fourteen (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (1014) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed Buyer receives a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to insurance commitment for the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on through the Effective Date, and all matters that are (ii) insurable as aforesaid at promulgated rates by a title insurance company selected by Buyer. There shall be no exception for possible mechanics liens or would be reflected in possible unsettled taxes of any kind against Seller or the Property. In the event the Survey, without an abatement as updated by Buyer, shows any encroachments, non-contiguity, overlaps, strips, gores, easements, rights-of- way, hiatus, or any other type of encumbrance or matter not authorized by the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time provisions of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit they shall be returned considered as title defects. Seller shall pay and discharge all liens at or before Settlement; if Seller fails to Purchaser and neither party do so, Buyer shall have any further liability hereunder (except with respect the option, at its election, to Purchaser’s repair pay and indemnification obligations as set forth in Section 14 below)discharge such liens, or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of such amounts paid by Buyer shall be a credit against the Purchase Price. (cb) For If title to the purposes Property cannot be conveyed to Buyer at Settlement in accordance with the requirements of this Agreement for a reason other than the existence of any lien on the Property for an amount not in excess of the Purchase Price, Seller shall take appropriate action to cure the defect, and at Buyer’s option Settlement may be postponed for a reasonable time, not exceeding thirty (30) days, to permit Seller to correct the title deficiency. If the title deficiency is of such a nature that it is not capable of being corrected by Seller, Buyer shall have the option (i) of taking such title as Seller can convey with abatement of the Purchase Price, or (ii) of terminating Buyer’s obligations under this Agreement, “Permitted Exceptions” having the Deposit returned to it and being reimbursed by Seller for all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement and the Property, including but not limited to title company charges, engineering fees, environmental consultants’ fees, architects’ fees, legal fees, and similar charges. The foregoing reimbursement obligation of Seller shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,survive the termination of this Agreement by Xxxxx.

Condition of Title. (a) At A. If after delivery of the Settlement DateTitle Notice to Seller, title but prior to Closing, a date-down to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions Title Commitment discloses an Unpermitted Exception (as defined below) and matters appearing of public record on other than the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to current financing secured by the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to which will be issued satisfied by the Title Company with regard Seller at Closing or assumed by Purchaser at Closing pursuant to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”terms hereof), at its sole cost and expense. Purchaser Seller shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is have thirty (30) days after from the Effective Date date of the date-down to the Title Commitment, to (i) have any Unpermitted Exceptions which, in the “Title Objection Date”aggregate, do not exceed $50,000.00 (a "Minor Unpermitted Exception"), deliver written notice removed from the Title Commitment or to Seller have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of any title or survey defect, lien, encumbrance or other matter with respect Purchaser's financings and sale at no cost to the Property Purchaser) that is unacceptable may be occasioned by such Minor Unpermitted Exceptions at no additional premium to Purchaser, other than Permitted or (ii) have the right, but not the obligation, to have any Unpermitted Exceptions which, in the aggregate, equals or exceeds $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies the commitment to reissue the appropriate endorsement for the benefit of each of any Survey Purchaser's financings and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects sale at no cost to Purchaser’s reasonable satisfaction) that may be occasioned by such Unpermitted Exceptions at no additional premium to Purchaser. Failure by Seller to deliver such notice The time of Closing shall be deemed Seller’s election not delayed, if necessary, to cure any such Defectsgive effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects (or is deemed to have elected) not to attempt to cure such Defectsexercise its rights under (ii) in the preceding sentence of this Paragraph 5A, Purchaser shall be entitled, by giving may termxxxxx xxxx Xxxxxxxxx xxon notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the Feasibility Period)contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5A, whereupon this Agreement shall become null and void without further action of the Deposit parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (to the other, except with respect for Purchaser's obligation to Purchaser’s repair indemnify Seller and indemnification obligations restore the Property, as more fully set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right Paragraph 7. B. Seller agrees to object to any Defects and Purchaser shall proceed to Settlement and accept convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") in recordable form subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Disapproved Title Exceptions waived by Purchaser and neither party shall have any further liability hereunder (except with respect to Unpermitted Exceptions waived by Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, 5.01 Seller shall convey title to the Real Property to Purchaser by a Limited Warranty Deed in the form annexed hereto as Exhibit E (herein the "Deed"), assign all the right, title and interest of Seller in and to the Leases and Security Deposits to Purchaser, and Purchaser shall assume all the obligations and liabilities of Seller pursuant to the Leases by an Assignment and Assumption Agreement in the form annexed hereto as Exhibit F (the "Assignment and Assumption"), and sell all the Personal Property to Purchaser with a Xxxx of Sale in the form annexed hereto as Exhibit H (the "Xxxx of Sale"). Title to the Real Property shall be good conveyed, and marketable the Personal Property sold and conveyed in their "as-is ," "where-is" condition on the Closing Date, subject to the Leases and, upon Purchaser's approval thereof, to the encumbrances set forth in Exhibit G annexed hereto and made a part hereof (herein the Leases and said encumbrances referred to collectively, as the "Permitted Encumbrances"). Seller's conveyance shall be free and clear of all mortgages, mechanics and materialmen's liens, and other judgments or liens securing the payment of money ("Liens") provided that Seller is not required to remove and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing cure or bond over any such Liens in excess of public record on $100,000 in the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser aggregate. Seller shall have the right up to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after within which to take such action as Seller, Purchaser and Purchaser's title insurance company deem appropriate to clear or remove said Liens and the Effective Date Closing shall be postponed for up to such thirty (30) days (the “Title Objection "Adjourned Closing Date”"), deliver written notice to Seller . It a Lien is incapable of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions being cured within a thirty (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (1030) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations day period as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Noticeabove, such failure shall thirty (30) day period may be deemed a waiver of Purchaser’s right extended by Purchaser for so long as Seller continues to object to any Defects and Purchaser shall proceed to Settlement and accept title to diligently pursue remedying the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceLien. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement DateClose of Escrow, Seller shall convey to Buyer fee simple title to the Property shall be good by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes for the current year, not then due and marketable and free and clear payable; (b) the rights of tenants under the Leases as tenants only without any right or option to purchase all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions or any portion of the Property; (c) except for Seller’s Required Removal Items (as defined below) and ), any items or matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued revealed by the Title Company with regard Commitment and/or the Survey to the Property, all at Purchaser’s sole cost extent that Seller does not agree in writing to remove or cure same prior to Closing; and expense. Concurrently with its delivery (d) matters affecting the condition of the Commitment title to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property created by or with the consent of Buyer. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to, (i) deeds of trust or mortgages, (ii) any monetary lien created by, through or under Seller, including without limitation, any mechanics’ liens for work performed by, through or under Seller or encumbrances or liens that have been voluntarily placed against the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Property by Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver without Buyer’s prior written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property consent and that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to will not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, otherwise be satisfied on or before the Close of Escrow or (iii) so called “standard” exceptions that can be removed from the Title Objection Date, Purchaser properly gives notice Commitment by Seller’s delivery of a customary owner’s title affidavit or gap indemnity (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed obligated to satisfy Seller’s election Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to cure remove any such Defectsmonetary lien in excess of 1% of the Base Purchase Price placed on the Property after the Effective Date and without Seller’s express consent, other than deeds of trusts or mortgages shown on the Title Commitment, which Seller shall remove. If Seller elects (or is deemed to have elected) not to attempt to cure remove any such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but monetary lien in any event prior to the expiration excess of 1% of the Feasibility Period)Base Purchase Price, Buyer may elect to terminate this AgreementAgreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, whereupon the Deposit shall be returned to Purchaser Buyer, and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification rights or obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate under this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as expressly set forth in Section 14 below), or (ii) proceed to Settlement and accept title herein to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricecontrary. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record . Between the time period commencing on the Effective DateDate and ending on the earlier of Settlement or termination of this Agreement, subject Seller agrees that it will take no voluntary action to subparagraph 4(b) belowconvey any interest in the Property to anyone other than Buyer nor will Seller encumber the Property. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, securing the payment of a sum certain (“Lien”). (b) During Following the Feasibility PeriodEffective Date, Purchaser shall have the right to Seller will order a title search to be performed with regard to the Property, and to order will cause a commitment for an owner policy title insurance commitment (the “Title Commitment”) to be issued by the Title Company and delivered to Buyer with regard to the Property, all at PurchaserSeller’s sole cost and expense. Concurrently with In addition, Seller shall obtain and deliver to Buyer, at its delivery of the Commitment to Purchaserexpense, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a current ALTA/ACSM survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller The Title Commitment and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election shall be delivered to order or not order any Commitment or Survey, Purchaser shall, Buyer no later than the date that is thirty twenty (3020) days after the Effective Date Date. Subject to Seller’s timely delivery of the Title Commitment and Survey to Buyer, then on or before the expiration of the Due Diligence Period (the “Title Objection Date”), deliver written Buyer will give notice to Seller of (i) the existence of any title or survey defect, lien, or encumbrance or other which Buyer finds objectionable and (ii) any matter with respect to disclosed by the Property that is unacceptable to Purchaser, other than Permitted Exceptions Survey which Buyer finds objectionable (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before by the Title Objection Date, Purchaser properly Buyer does not give notice to Seller of any Defects, at the time of Settlement Buyer agrees to accept title to the Real Property subject to the matters disclosed in the Title Commitment and Survey, except for any Lien. If, by the Title Objection Date, Buyer gives notice to Seller of one or more Defects as required hereinDefects, Seller shall, within ten five (105) business days after receiving such notice, notify Purchaser whether give notice to Buyer that Seller will or will not attempt to cure such Defects to PurchaserBuyer’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such the Defects, Purchaser Buyer shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period)Seller, to terminate this Agreement, whereupon Agreement and have the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlementit. If Seller elects to attempt to cure any the Defects, but at the time of Settlement such the Defects have not been cured, PurchaserBuyer’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon Agreement and receive back the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or or (ii) proceed to complete Settlement and accept title to the Real Property subject to such the uncured Defects and all other Permitted ExceptionsDefects, without an abatement of the Purchase Price, except to the extent of any Lien. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance on the standard form promulgated by the Texas Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,ten

Condition of Title. (a) At the Settlement DateClose of Escrow, Seller shall convey to Buyer fee simple title to the Property shall be good and marketable and free and clear by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below) and ), all matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by disclosed in the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of and/or the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that is thirty (30) days arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the “Title Objection Date”)Property, deliver written notice to Seller of any title including, without limitation, mechanics’ or survey defectcontractors’ liens, lien, encumbrance or other matter with respect to (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to will not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Objection DateCommitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, Purchaser properly gives notice and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed obligated to satisfy Seller’s election Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to cure remove any such Defectsmonetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects (or is deemed to have elected) not to attempt to cure remove any such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but monetary lien in any event prior to the expiration excess of 1% of the Feasibility Period)Purchase Price, Buyer may elect to terminate this AgreementAgreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, whereupon the Deposit (and all interest thereon) shall be returned to Purchaser Buyer and neither party shall have any further liability hereunder (rights or obligations under this Agreement, except with respect to Purchaser’s repair and indemnification obligations as expressly set forth in Section 14 below)herein to the contrary. If Purchaser does not timely In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right Title Company (a) evidence sufficient to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to establish (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser legal existence of Buyer and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair Seller and indemnification obligations as set forth in Section 14 below), or (ii) proceed the authority of the respective signatories of Seller and Buyer to Settlement bind Seller and accept title Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Property subject to such uncured Defects and all other Permitted Exceptions, without Title Company at Closing an abatement of owner’s title affidavit in the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,form attached hereto as Exhibit I.

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all mortgages, liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and only matters appearing of public record on at the Effective Datetime of Settlement, subject to subparagraph 4(b) below.. Notwithstanding the foregoing, Seller shall be required to dispose of all Seller mortgages, judgments, encumbrances, and other monetary liens on the Premises for an amount not in excess of the Purchase Price prior to or at Settlement. (b) During the Feasibility Period, Purchaser shall have the right to Buyer will order a title search to be performed with regard to the Property, and, at Xxxxx’s election, an ALTA survey, and to order will cause a commitment for an owner policy title insurance (the “Commitment”) commitment to be issued by the Title Company with regard to the Property, all at PurchaserBuyer’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property On or before twenty (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (3020) days after the Effective Date (the “Title Objection Date”), deliver Buyer will give written notice to Seller of the existence of any title defect, lien or encumbrance which Buyer finds unacceptable (“Title Objections”), together with a complete copy of the title commitment and ALTA survey, if any, relating to the Property, including a copy of all plans and documents referred to therein. If, by the Title Objection Date, Xxxxx does not give written notice to Seller of any Title Objections, Xxxxx agrees to accept title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable at the time of Settlement subject to Purchaser, other than Permitted Exceptions (such all matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth hereinpublic record on the Effective Date. If, on or before by the Title Objection Date, Purchaser properly Xxxxx gives notice to Seller of one or more Defects as required hereinany Title Objections, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether give notice to Buyer that Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such DefectsTitle Objections (the “Title Response Date”). If Seller elects (or is deemed to have elected) not to attempt to cure such Defectsthe Title Objections (or if Seller does not respond to Buyer’s notice of Title Objections), Purchaser Buyer shall be entitled, by giving written notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration or within five (5) days of the Feasibility PeriodTitle Response Date), to terminate this Agreement, whereupon Agreement by written notice to Seller and have the Deposit returned to it, at which time this Agreement thereupon shall become void and there shall be returned to Purchaser and neither no further obligation or liability on either party shall have any further liability hereunder (hereto, except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below)otherwise specifically provided herein. If Purchaser does Seller elects to attempt to cure the Title Objections, but at the time of Settlement the Title Objections have not timely deliver the Purchaser Noticebeen cured, such failure Buyer’s sole option shall be deemed a waiver of Purchaser’s right either to object to any Defects (i) terminate this Agreement and Purchaser receive back the Deposit at which time this Agreement thereupon shall proceed to become void and there shall be no further obligation or liability on either party hereto, except as otherwise specifically provided herein, or (ii) complete Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted ExceptionsTitle Objections, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, A. The title to the Property shall be good and marketable and such as will be insured by a reputable title insurance company in the Southeastern Pennsylvania area at its regular rates, in fee simple, free and clear of all liens and liens, encumbrances, easements, restrictions, rights leases, tenancies and similar conditionstitle objections whatsoever, excepting except for the Permitted Exceptions Encumbrances (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below). (b) During the Feasibility Period, B. Purchaser shall have the right to order a title search Commitment to be performed with regard to the Property, and to order a commitment for an owner policy title insurance Insure Title (the “"Commitment”") to be issued by for the Title Company with regard to the Property, all at Purchaser’s sole cost Premises and expense. Concurrently with its delivery shall send a copy of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property Seller within twenty (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (3020) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”)this Agreement, together with complete copies a list of each all title objections, exceptions and encumbrances disclosed in the Commitment which interfere with Purchaser's proposed use of the Premises and which are unacceptable to Purchaser (the "Title Defects"); all other title exceptions and objections shown on the Commitment and not identified as unacceptable by Purchaser are the "Permitted Encumbrances". Seller shall have ten (10) days following the date of the receipt of the Commitment to notify Purchaser of Seller's unwillingness or inability to deliver the title subject only to the Permitted Encumbrances (the "Seller's Notification"), in which event, Purchaser shall have the option to either accept such title to the Premises as Seller can provide or to terminate this Agreement and have all Deposit Monies and all interest earned thereon returned to Purchaser. Failure by Seller to notify Purchaser of Seller's inability or unwillingness to deliver title to the Premises subject only to the Permitted Encumbrances within such ten (10) day period shall constitute Seller's agreement to deliver title at Settlement subject only to the Permitted Encumbrances. Nothing herein shall be construed to preclude the parties from extending in writing the date by which such Commitment or Seller's Notification must be given. C. In the event the Seller is unable to convey title to the Premises as aforesaid at the time of Settlement, the Purchaser shall have the option of taking such title as the Seller can give without abatement of the Purchase Price or of having the Deposit Money and all interest earned thereon paid to the Purchaser together with any Survey title cancellation fees which Purchaser may incur; in such latter event, this Agreement shall become null and Commitmentvoid and there shall be no further liability on either of the parties hereto. D. Seller agrees not to voluntarily further alter or encumber in any way title to the Premises after the Effective Date of this Agreement without the express written consent of Purchaser. Purchaser shall have a continuing right to examine title to all or any portion of the Premises, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticeof notice from Purchaser, notify cure and/or satisfy, at Seller's expense, any additional encumbrances not previously approved by Purchaser whether Seller will or will not attempt and as to cure such Defects which Purchaser gives notice to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed fails to have elected) not to attempt to cure such Defectsdo so, Purchaser shall be entitled, by giving notice (have the “Purchaser Notice”) to option of taking such title as the Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, can give without an abatement of the Purchase Price. If Seller elects Price or of having the Deposit Money and all interest earned thereon paid to Purchaser, in writing as aforesaid to attempt to cure any Defectswhich latter event, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy this Agreement shall be either to (i) terminate this Agreement, whereupon the Deposit null and void and all parties shall be returned to Purchaser and neither party shall have any released of further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricehereunder. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement DateSeller shall, at its expense, furnish Buyer with a preliminary title to the Property shall be good report and marketable and free and clear copies of all liens exceptions to title referred to therein within five (5) business days after Opening of Escrow. On or before the date (the "Title Review Date") which is twenty (20) days after the later of (i) the Opening of Escrow, (ii) the date on which Buyer receives the preliminary title report and all documents referred to in it, or (iii) the date on which Buyer receives any supplemental or amendatory report subsequently issued by the title company and the documents referred to as exceptions thereto, Buyer shall give Seller notice specifying those matters, including but not necessarily limited to, liens, easements and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing which are not acceptable conditions of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by title. All exceptions in the Title Company with regard Report not specifically approved by Buyer within twenty (20) days after its receipt of the initial submittal and/or, as applicable, supplementary or amendatory materials shall be deemed to the Propertyhave been disapproved. Seller shall use its best efforts, all at Purchaser’s sole its cost and expense. Concurrently with its delivery of the Commitment , to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is remove such objectionable items within thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitmentthereafter, and all documents if Seller fails to remove such objectionable items within said period, and/or if the Title Policy will not be issued in the exact form approved by Buyer, Seller shall notify Buyer in writing of such fact and instruments referred to therein. Purchaser’s Buyer shall have the election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller exercised in writing within five (5) days after receiving delivery to Buyer of such notice from of Seller of either: (but in any event prior to the expiration of the Feasibility Period), to terminate 1) Terminating this Agreement, whereupon in which event Escrow Holder shall return the Additional Deposit shall be returned to Purchaser Buyer and neither party shall have any further liability hereunder all other funds and documents deposited therein to the Party depositing the same; (except with respect 2) Granting Seller an extension of time in order to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to effect said cure; or (3) Accepting the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), objectionable items. Notwithstanding anything to the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as contrary set forth in this Section 14 below5(a), or (ii) proceed Buyer acknowledges that the following title exceptions which appear in the Title Report as item number B is deemed approved by Buyer. Seller shall cause the Title Policy to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricebe issued in form approved by Buyer. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. It shall be a condition to the Close of Escrow ------------------ for Purchaser's benefit that title to the Real Property be conveyed to Purchaser by Seller subject only to the following approved condition of title ("Approved Condition of Title"): (a) At The matters referred to in Part 1, Schedule B of the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.Title Policy; (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard Non-delinquent general and special real estate taxes; (c) The Permitted Exceptions described in Exhibit "C" to the Property, Ground Lease and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued any additional matters expressly approved by the Title Company with regard Purchaser arising from or relating to the PropertyApproved Lot Line Adjustment; and (d) Such other matters created by Purchaser. Upon the Opening of Escrow, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser , shall promptly cause the Title Company to prepare and deliver to Seller and Purchaser an updated preliminary title report for the Real Property (the "Title Report") and shall cause Latitude 33 to prepare, issue and certify to Purchaser and Title Company a copy revised ALTA/ACSM survey of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than Real Property consistent with the date that is thirty (30) days after the Effective Date Approved Lot Line Adjustment (the “Title Objection Date”)"Survey") Purchaser shall reimburse Seller at Closing, deliver written notice to for the cost of the Survey. Seller covenants and agrees that during the term of any the Escrow, it will not cause or permit (without objection) title or survey defect, lien, encumbrance or other matter with respect to the Real Property that is unacceptable to differ from the Approved Condition of Title described in this Section 5. Any liens, encumbrances, encroachments, easements, restrictions, conditions, covenants, rights, rights-of-way, or matters other than those contained with the Approved Condition of Title shall also be subject to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” 's approval and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment must be eliminated or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects ameliorated to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event 's satisfaction and for Purchaser's benefit prior to the expiration Close of Escrow as a condition of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver Close of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceEscrow. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and only matters appearing of public record on the Effective Date, subject to subparagraph 4(b4 (b) below, and excepting the rights of parties in possession under and subject to the terms of the “Leases” (as hereinafter defined). Between the time period commencing on the Effective Date and ending on the earlier of Settlement or termination of this Agreement, Seller agrees that it will take no voluntary action to convey any interest in the Property to anyone other than Buyer or to otherwise encumber the Property without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, including without limitation (i) all existing indebtedness secured by the Property, including, but not limited to, the Minnesota Mortgage (as defined in Section 5(a)(xi)), (ii) any liens on the Property for unpaid taxes or judgments against Seller, and (iii) any mechanics’ or similar liens for work performed by Seller (“Seller Liens”). Notwithstanding the foregoing, in no event shall Seller be obligated by the previous sentence to cause in excess of $185,000.00 of recorded judgments to be removed from the Property in the aggregate (the “Maximum Judgment Amount”). In the event that there are recorded judgments on the Property in excess of the Maximum Judgment Amount and Seller elects not to cure such judgments, Buyer may either (a) terminate this Agreement by written notice to Seller, in which case the Deposit, together with interest earned thereon, shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive such termination, or (b) waive such right to terminate by proceeding with the transaction pursuant to the remaining terms and conditions of this Agreement without a reduction in the Purchase Price. (b) During Prior to the Feasibility PeriodEffective Date, Purchaser shall have the right to order Buyer has ordered a title search to be performed with regard to the Property, and to order will cause a commitment for an owner policy title insurance (the “Commitment”) commitment to be issued by the Title Company through Escrow Agent with regard to the Property, all at PurchaserBuyer’s sole cost and expense. Concurrently with its delivery of the Commitment to PurchaserOn or before November 25, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date 2013 (the “Title Objection Date”), deliver written Buyer will give notice to Seller of the existence of any title or survey defect, lien, or encumbrance or other matter with respect to the Property that is which Buyer finds unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with a complete copies copy of each the title commitment relating to the Property, including a copy of any Survey all plans and Commitment, and all documents and instruments referred to therein, and a current ALTA land title survey relating to the Property (collectively the “Title Information”). Purchaser’s election Notwithstanding the foregoing sentence to not order any Commitment or Survey the contrary, an ALTA land title survey shall not relieve Purchaser be required to be submitted as part of its obligations under this Section 4(b)the Title Information unless Buyer raises one (1) or more Defects which reasonably will require such a survey to define, locate, or any other term or condition set forth hereinremedy such Defects. If, on or before by the Title Objection Date, Purchaser properly Buyer does not give notice to Seller of any Defects, at the time of Settlement Buyer agrees to accept title to the Property subject to all matters of public record on the Effective Date except for Seller Liens. If, by the Title Objection Date, Buyer gives notice to Seller of one or more Defects as required hereinDefects, Seller shall, within ten (10) business days after receiving such noticeon or before December 4, notify Purchaser whether 2013, give notice to Buyer that Seller will or will not attempt to cure such Defects to PurchaserBuyer’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such the Defects, Purchaser Buyer shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to on or before the expiration of the Feasibility Due Diligence Period), to terminate this Agreement and have the Deposit returned to it. If Seller elects to attempt to cure the Defects, but at the time of Settlement the Defects have not been cured, Buyer’s sole option shall be either to (i) terminate this Agreement, whereupon receive back the Deposit (or, if the First Settlement shall have already occurred, the remaining portion thereof) and there shall be returned to Purchaser and neither party shall have any no further obligation or liability hereunder on either of the parties hereto, except as specifically provided herein or (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to ii) complete Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any SurveyDefects, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid may, at Seller’s option, cause the “cure” of any Defect by causing the Title Company to attempt provide an endorsement or other affirmative insurance over such Defect, provided Seller pays for the cost of such endorsement and subject to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option approval thereof by Buyer and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except its mortgagee with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement marketability of the Purchase Pricetitle. (c) For The foregoing procedures for making and responding to objections to Defects shall also apply with respect to any Defects which first appear of record after the purposes effective date of this AgreementBuyer’s title commitment and, accordingly, first appear on updates to Buyer’s title commitment received by Buyer after the date of Buyer’s title objection notice (and Buyer shall promptly provide Seller with copies of any updates), except that such objections must be made on or before the earlier of three (3) business days after Buyer becomes aware of such Defects or the date of Settlement, and all elections to attempt to cure and termination rights relating thereto must be made or exercised, as applicable, within the time periods provided above with respect to the initial title objections, and the date of Settlement shall be extended to the extent necessary to allow such time periods to run. (d) To the extent necessary to fully identify any Defects raised by Buyer, Buyer shall obtain an ALTA survey of the applicable parcel of the Property, and otherwise to the extent desired by Buyer, Buyer may obtain an ALTA survey of each parcel of the Property. In the event any such survey discloses additional objections to title which Buyer finds unacceptable, Buyer shall, on or before the Title Objection Date, give notice to Seller of the existence of any such objection (such matters being “Permitted ExceptionsSurvey Defects” shall mean (i) liens for real estate taxes and assessments not yet due and payableeach being a “Survey Defect”), (ii) together with a complete copy of the applicable zoning, building and other laws, regulations and ordinances survey and any violations or any encroachments thereof,other documents relating thereto (collectively the “Survey Information”). Any Survey Defects identified by Buyer shall be addressed in accordance with the provisions of Paragraph 4(b) above.

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Seller shall have the right Escrow Agent prepare and deliver to order Buyer a preliminary title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance report (the “Commitment”"Title Report") to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete legible copies of each of any Survey and Commitment, and all documents and instruments referred referenced therein as exceptions to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, title) on or before the Title Objection Date, Purchaser properly gives notice prior to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days following the Effective Date. The Title Report shall specify which exceptions apply to the Phase I Lots and which apply to the Option Lots. Within fifteen (15) days of Buyer's receipt of the Title Report, Buyer shall notify Seller in writing which exceptions contained in the Title Report, if any, Buyer disapproves; all other exceptions in the Title Report shall be referred to as "Permitted Exceptions." Seller shall have ten (10) days after receiving receipt of such notice to advise Buyer in writing of any disapproved exceptions which will not be removed by Seller from record title to the Phase I Lots and those Option Lots selected by Buyer, at or prior to each of the Phase I Close of Escrow and the Option Lots Close of Escrow (collectively, the "Close of Escrow"); provided, if Seller does not respond in such ten (but 10) day period, Seller shall remove all such disapproved exceptions from record title to the Phase I Lots and the Option Lots at or prior to each Close of Escrow for each. If Seller gives Buyer notice prior to expiration of such ten (10) day period of disapproved exceptions that Seller is unable or unwilling to remove from record title to the Phase I Lots or the Option Lots, Buyer may elect to terminate this Agreement at any time prior to the Phase I Close of Escrow; or, alternatively, Buyer may elect to waive its objections to such disapproved exceptions and to classify the exceptions contained in Seller's notice as Permitted Exceptions. Following Seller's receipt of Buyer's written notice approving the Feasibility Matters (as defined below in Section 7.1), Seller shall not, without Buyer's prior written consent, permit any event new exceptions to title to be placed on the Phase I lots. At any time prior to the expiration of the Feasibility Period)Option, Seller agrees not to permit or to cause exceptions to title to Seller's Property, except for such lots within Seller's Property which Seller reasonably disapproves as Option Lots or which are sold by Seller pursuant to Section 13 hereof, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except occur with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed each group of Option Lots which pose a waiver of Purchaser’s right material risk to object Seller's ability to any Defects and Purchaser shall proceed to Settlement and accept convey good title to the Property subject to Seller in accordance with the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes terms of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,.

Condition of Title. (a) At If, at the Settlement Closing Date, title to the any Property shall not be good and marketable and free and clear in the condition prescribed by Section 4, the Sellers shall be entitled to (a) adjourn the Closing pursuant to Section 5.1 for the purpose of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions causing title to be conveyed in the condition required by the provisions of this Agreement (as defined belowincluding curing Purchaser’s title objections to the extent required to do so under this Section 14) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. or (b) During terminate this Agreement as to the Feasibility Periodaffected Hotel by notice to Purchaser delivered at or prior to the Closing Date, in which event the Partial Termination Procedure shall occur with respect to the affected Hotel. If the Sellers shall adjourn the Closing pursuant to subdivision (a) above and at the end of such extension period any Seller shall be unable to cause title to any Property to be in the condition prescribed by Section 4, either party may terminate this Agreement as to the affected Hotel by notice to the other party delivered at or prior to the Closing Date as so extended, in which event the Partial Termination Procedure shall occur with respect to the affected Hotel. Purchaser shall have the right to order a title search to be performed with regard object by delivery of written notice to the PropertySellers, and on or prior to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty five (305) days Business Days after receipt of any update to the Effective Date title reports previously delivered to Purchaser (and after receipt of an updated survey for the “Title Objection Date”applicable Property), deliver written to any lien or encumbrance that is not a Permitted Exception and is shown on such or update. If Purchaser shall fail to give such notice as to Seller any lien or encumbrance within said five (5) Business Day period, then each such lien or encumbrance shall be deemed to be a Permitted Encumbrance. Any lien or encumbrance to which Purchaser timely objects or any Monetary Lien shall not be a Permitted Exception unless and until such lien or encumbrance or Monetary Lien is cured and/or the Title Company agrees to affirmatively insure over such lien or encumbrance as hereinafter provided or such lien or encumbrance is waived by Purchaser. The Sellers shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money or effort to remove from title to the Properties any title or survey defect, lien, encumbrance or other matter with respect objection to title whether or not the remedying of the defect, encumbrance or objection to title is within the Sellers’ control; provided, however that each Seller shall be responsible to discharge or cause the Title Company affirmatively to insure over any liens or encumbrances on such Sellers’ Property that is unacceptable to Purchaserwhich do not constitute Permitted Exceptions, other than Permitted Exceptions which can be discharged solely by the payment of a liquidated sum of money and which liens or encumbrances arise on account of obligations undertaken or actions performed by such Seller (such matters being referred to herein as “Defects” and each being a “DefectMonetary Liens”); provided, together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey that the Sellers shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before be required to expend more than $3,000,000 in the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not aggregate to cure any such Defects. If Seller elects Monetary Liens (or is deemed to have elected) not to attempt to cure such Defects, Purchaser other than mortgages and deeds of trust which the Sellers shall be entitled, by giving notice (the “Purchaser Notice”) obligated to Seller within five (5) days after receiving such notice from Seller (but in any event discharge at or prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth Closing in Section 14 belowfull). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to The Sellers may use any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement part of the Purchase Price. If Seller elects in writing as aforesaid Price to attempt discharge the same, provided that the Sellers shall deliver to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but Purchaser or the Title Company at the time of Settlement Closing instruments in recordable form sufficient for the Title Company to discharge such Defects have Monetary Liens. Except for any Seller’s failure to discharge or cause the Title Company affirmatively to insure over such Monetary Liens as aforesaid, the Sellers shall not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth deemed in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes default of this Agreement, “Permitted Exceptions” and Purchaser shall mean (i) liens not be entitled to damages of any kind by reason of the failure of any Seller, for real estate taxes and assessments not yet due and payableany reason whatsoever, (ii) applicable zoningto convey title to the Properties in accordance with the provisions of this Agreement, building and other laws, regulations and ordinances and any violations or any encroachments thereof,nor shall Purchaser in such circumstances be entitled to specific performance of this Agreement.

Condition of Title. a. Title to the Property shall be free and clear of all defects, liens, encumbrances, covenants, restrictions and easements excepting only (ai) At real estate taxes for the Settlement Date, current year which are not yet due and payable; and (ii) those stated exceptions not objected to or waived by Purchaser pursuant to the terms of this paragraph (subparagraphs (i) and (ii) hereof are referred to as the “Permitted Exceptions”); otherwise title to the Property shall be good and marketable and free and clear insurable as such at regular rates by a reputable title insurance company doing business in Pennsylvania selected by Purchaser. Upon the execution of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (this Agreement or as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Periodsoon as reasonably feasible thereafter, Purchaser shall have the right to order a title search insurance commitment, together with true and complete copies of all liens, encumbrances, covenants, restrictions and easements which are listed as exceptions thereon (said commitment and copies being hereinafter collectively referred to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (as the “Title Commitment”). Within seven (7) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery days of receipt of the Commitment to Purchasertitle commitment, the Title Company Purchaser shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless Title Commitment to Seller, together with written notice of those title exceptions, if any, which are unacceptable to Purchaser (“Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty Title Notice”). Seller shall have a period of twenty (3020) days after receipt of the Effective Date Title Commitment and Purchaser’s Title Notice to advise Purchaser, in writing, whether Seller will agree to cure or not to cure each of those additional exceptions (the “Title Objection DateSeller’s Notice”), deliver written notice to Seller . Purchaser shall thereafter have a period of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed delivery of Seller’s election not Notice to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), elect to terminate this AgreementAgreement by giving written notice of such election to Seller and to receive the return of the Deposit, whereupon together with interest thereon, or to waive those exceptions which Seller does not agree to cure. Those title exceptions shown on the Deposit shall be returned Title Commitment as to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If which Purchaser does not timely deliver the object, together with those exceptions to which Purchaser Noticeobjects but Seller elects not to cure, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions)deemed, the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to along with subparagraph (i) terminate this Agreementabove, whereupon to be the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other “Permitted Exceptions, without an abatement of the Purchase Price. (c) For ” for the purposes of this Agreement. b. If title to the Property cannot be conveyed to Purchaser at the time of settlement, “subject only to the Permitted Exceptions” Exceptions in accordance with the requirements of this Agreement, or payment of any liens of encumbrances of record at Seller’s discretion, then Purchaser shall mean have the option of (i) liens for real estate taxes and assessments not yet due and payabletaking such title as Seller can convey and/or waiving the unfulfilled condition, without abatement of the Purchase Price ; or (ii) applicable zoningif the title objections cannot be removed or terminated by payment of funds (or if Seller declines to do so) or by insurance over by the Purchaser’s title company, building then by terminating Purchaser’s obligations under this Agreement, and other laws, regulations and ordinances and any violations or any encroachments thereof,having all deposit monies paid to Seller returned to it.

Condition of Title. (a) At the Settlement DateClosing, Seller shall convey to Purchaser by special warranty deed good and marketable fee simple title to the Land and title to the other Property by a Xxxx of Sale and an Assignment of Contracts and Warranties. Title to the Land shall further be good and marketable and (i) free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights claims or liens by contractors, subcontractors, mechanics and similar conditionsmaterialmen, excepting Permitted Exceptions (as defined belowleases, tenancies and other title objections except for those identified in paragraph 3(b) and matters appearing those listed on Schedule 5(a) attached (the "Permitted Exceptions"); and (ii) insurable as aforesaid at ordinary rates by any reputable title insurance company licensed to do business in the State of public record South Carolina. Title to the Property other than the Land shall be conveyed free of all security interests, debts and claims by third parties, except those listed on the Effective Date, subject to subparagraph 4(b) belowSchedule 5 (a). (b) During If title to the Feasibility PeriodLand cannot be conveyed to Purchaser at the time of Closing in accordance with requirements of this Agreement, then Purchaser shall have the right to order a option of: (i) taking such title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery as Seller can convey without abatement of the Commitment Purchase Price provided, however, that if there are liens, encumbrances, defects or other objections to Purchasertitle (other than the Permitted Exceptions) which are or have been or reasonably can be reduced to a monetary amount, the Title Company Seller shall pay and discharge same and shall deliver copies thereof to Seller. Purchaser shall further have at Closing all instruments, in recordable form, sufficient to satisfy of record such liens, encumbrances, defects or other objections to title together with the right to order a survey cost of the Property recording or filing said instruments; or (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30ii) days after the Effective Date (the “Title Objection Date”), deliver terminating this Agreement by giving written notice to Seller of any title or survey defectSeller, lien, encumbrance or other matter with respect to in which case the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” Deposit and each being a “Defect”), together with complete copies of each of any Survey and Commitment, Additional Deposit and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit interest earned thereon shall be returned to Purchaser and whereupon, neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification rights, liabilities or obligations as set forth in Section 14 below)hereunder. If Nothing contained herein shall preclude Purchaser does not timely deliver the Purchaser Noticefrom maintaining an action for specific performance and/or damages against Seller for a breach of this Agreement, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept if title to the Property subject cannot be conveyed by Seller to Buyer at Closing in accordance with the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters requirements of public record on the Effective Date, and all matters that are this Agreement by reason of Seller's affirmative act or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except intentional omission with respect only to Purchaser’s repair and indemnification obligations as those matters set forth in Section 14 below)5(c) below resulting in a failure to comply with any term, or (ii) proceed to Settlement and accept title covenant, condition or provision contained herein relating to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement condition of the Purchase Pricetitle. (c) For Seller warrants that at all times while this Agreement remains in effect, Seller will not, except to the purposes of this Agreementextent specifically set forth herein, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payableexecute any easements, covenants, conditions, restrictions, or rights-of-way with respect to the Land; (ii) applicable zoningmortgage or encumber the Land; (iii) enter into any recorded or unrecorded contracts or leases with respect to the Land; (iv) execute any lease for the Timeshare Units; (v) seek any zoning changes or other governmental approvals with respect to the Land; or (vi) do, building or voluntarily permit to be done, anything which would adversely affect the condition of title to the Land from and other laws, regulations and ordinances and any violations or any encroachments thereof,after the date of this Agreement through the completion of Closing.

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable merchantable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph Section 4(b) below. (b) During the Feasibility Period, Period Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy of title insurance on the standard form promulgated by the Louisiana Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order obtain a survey of the Property (the “Survey”) during the Feasibility Period (as hereinafter defined), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after following the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey (which shall be certified to Purchaser, Seller and the Title Company) and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein, and Purchaser’s election to not obtain a Commitment or Survey shall be deemed a waiver of Purchaser’s right to object to any Defects that would have been disclosed therein, which Defects shall be deemed Permitted Exceptions. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), ) to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement reduction of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement reduction of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes regulations and assessments not yet due and payableordinances, (iiiii) applicable zoningusual and customary utility servitudes and easements and donations, building transfers, servitudes, easements and right-of-ways for public roads, (iv) any requirement that any lot or portion of the Property may need to be subdivided into a lot of record in accordance with the rules and regulations of the parish in which the Property is located, (v) all other easements, covenants, conditions, restrictions and other lawsmatters of record to the extent the same affect the Property and have not been objected to by Purchaser as set forth above in this Section 4, regulations (vi) those matters reflected on the Survey and ordinances not objected to by Purchaser as set forth above in this Section 4, or, alternatively, if Purchaser elects not to obtain a Survey, such matters as would be reflected on a current and accurate survey of the Property, and (vii) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At the Settlement DateClosing, title is to the Property shall be (i) good and marketable and of record, free and clear of all liens and encumbrances, easements, restrictions, rights other than those easements and similar conditions, excepting Permitted Exceptions restrictions of record identified on Exhibit C attached hereto and made a part hereof and (ii) insurable as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belowsuch at regular rates by Purchaser’s title company. (ba) During Purchaser shall furnish to Seller no later than expiration date of the Feasibility Due Diligence Period, a copy of a title commitment with respect to the Property prepared by the title insurer together with a statement specifying any defects in title (“Purchaser’s Statement”). Not later than ten (10) days after Seller receives Purchaser’s Statement, Seller shall notify Purchaser of which of the objections Seller shall cure prior to or at Closing, including when and in what manner said items are to be cured. If Purchaser is dissatisfied with Seller’s response, Purchaser shall have ten (10) days from receipt of Seller’s response to either (i) terminate this Agreement and thereafter neither party shall have any further rights or liabilities hereunder or (ii) agree to accept the exceptions which appear on Purchaser’s Statement and which are not identified as those which are to be cured by Seller prior to or at Closing and proceed under this Agreement. If Seller agrees to cure but fails to do so, Purchaser shall have the right to order (i) delay Closing to a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued date specified by the Title Company with regard to the Property, all Purchaser so that Seller or Purchaser removes or cures such objections at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects expense or (or is deemed to have electedii) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser Agreement and thereafter neither party shall have any further rights or liabilities hereunder, except for any obligation or liability hereunder of Purchaser or Seller which, by the express terms of this Agreement, survives any termination of this Agreement. (except b) Purchaser may, at its option, furnish to Seller no later than forty-five (45) days prior to Closing, a copy of a bring-down title search with respect to Purchaser’s repair the Property, together with a ‘Bring-down Statement” specifying any defects in title which arose after the date of the title commitment referenced under Article 5(a) hereof. Not later than ten (10) days after Xxxxxx receives the Bring-down Statement, Seller shall notify Purchaser of which of the objections Seller shall cure prior to or at Closing, including when and indemnification obligations as set forth in Section 14 below)what manner said items are to be cured. If Purchaser does not timely deliver the Purchaser Noticeis dissatisfied with Seller’s response, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed have ten (10) days from receipt of Seller’s response to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement or (ii) agree to accept the exceptions which appear on Bring-down Statement and which are not identified as those which are to be cured by Seller prior to or at Closing and proceed under this Agreement. If Xxxxxx agrees to cure but fails to do so, Purchaser shall have the right to (i) delay Closing to a date specified by Purchaser so that Seller or Purchaser removes or cures such objections at Seller’s expense or (ii) terminate this Agreement. If, pursuant to this subsection (b), Purchaser elects to terminate this Agreement, whereupon then at Purchaser’s election (A) Seller shall pay to Purchaser, upon written demand, an amount equal to all of Purchaser’s costs, expenses and professional fees, including without limitation attorneys fees, incurred in connection with the Deposit shall be returned to Purchaser transactions contemplated hereby, including preparation and neither party shall have any further liability hereunder (except with respect negotiation of this Agreement and the Lease, examination of title, obtaining survey, obtaining appraisal, performing Purchaser’s due diligence inspections, investigations or tests, preparation of plans and drawings related to Purchaser’s repair anticipated use of and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title improvements to the Property subject Property, and the issuance of bonds or notes, or (B) the Purchaser may commence any legal or equitable action to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricewhich it may be entitled. (c) For Following the purposes date of this Agreement, “Permitted Exceptions” Seller shall mean (i) liens for real estate taxes and assessments not yet due and payablemortgage, (ii) applicable zoningassign, building and other lawsrent, regulations and ordinances and any violations lease, convey, grant a security interest in, grant easements upon, contract to sell or otherwise encumber, restrict or dispose of all or any encroachments thereof,part of the Property or any interest therein or use thereof without Purchaser’s prior written approval.

Condition of Title. (a) At Title commitments with regard to the Settlement Real Property have been issued, at Buyer’s expense, by the national office of Commonwealth Land Title Insurance Company, Attention: Xxxxx Xxxxx (“CLTIC”) through Escrow Agent and CB Title Group, LLC on an equal basis (CLTIC and Escrow Agent are sometimes hereinafter collectively referred to as the “Title Company”). Prior to the Effective Date, Buyer has reviewed and accepted all title commitments, subject to Seller performing the undertakings Seller has expressly agreed to perform in Seller’s Title Objection Responses and related correspondence. Title to the Property shall will be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and only matters appearing on Schedule B-II of public record the title commitments or pro forma title insurance policies listed on Schedule 4 attached hereto and excepting the rights of parties in possession under and subject to the terms of the Leases, subject to subsection 4(b) below. Between the time period commencing on the Effective DateDate and ending on the earlier of Settlement or termination of this Agreement, subject Seller agrees that it will take no voluntary action to subparagraph 4(bconvey any interest in the Property to anyone other than Buyer or to otherwise encumber the Property except as provided herein without the prior written consent of Buyer which, with respect to easements or similar encumbrances in the ordinary course of business, shall not be unreasonably withheld, conditioned or delayed. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, including without limitation (i) belowall existing indebtedness secured by any Property, (ii) any liens on the Property for unpaid taxes or judgments against Seller, and (iii) any mechanics’ or similar liens for work performed by Seller (“Seller Liens”). Notwithstanding the foregoing, in no event shall Seller be obligated by the previous sentence to cause in excess of $[***] in the aggregate of recorded judgments under subsection (ii) above to be removed from the Property (the “Maximum Judgment Amount”). In the event that there are recorded judgments on the Property in excess of the Maximum Judgment Amount and Seller elects not to cure such judgments, Buyer may either (a) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations hereunder, except for those which expressly survive such termination, or (b) waive such right to terminate by proceeding with the transaction pursuant to the remaining terms and conditions of this Agreement without a reduction in the Purchase Price. (b) During the Feasibility Period, Purchaser shall have the right to order a If any title search to be performed with regard matters (excepting any easements and other title matters that are expressly contemplated pursuant to the Property, and terms of this Agreement) that are unacceptable to order a commitment for an owner policy Buyer first appear of record after the effective dates of the title commitments or pro forma title insurance policies listed on Schedule 4 attached hereto (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “SurveyObjections”), at its sole cost and expense. Purchaser Buyer shall promptly deliver to notify Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty thereof within two (302) business days after the Effective Date Buyer first becomes aware thereof (the “Buyer’s Title Objection DateNotice”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” ) and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten two (102) business days after receiving such noticeBuyer’s Title Objection Notice, notify Purchaser whether give notice to Buyer (“Seller’s Title Objection Response”) that Seller will shall or will shall not attempt to cure such Defects the Objections to PurchaserBuyer’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defectsthe Objections, Purchaser shall Buyer will be entitled, by giving notice (the “Purchaser Notice”) to Seller within five on or before two (52) business days after receiving such notice from Seller (but in any event prior to the expiration Buyer’s receipt of the Feasibility Period)Seller’s Title Objection Response, to terminate this Agreement, whereupon in which event the Deposit shall be returned to Purchaser Buyer and neither party shall have any there will be no further obligation or liability hereunder (on either of the parties hereto, except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below)specifically provided herein. If Purchaser does Seller elects to attempt to cure the Objections, Seller shall use its good faith and commercially reasonable efforts to so cure, and, if, at the time of Settlement (which may be extended by Seller for up to thirty (30) days in order for Seller to attempt to cure the Objections), the Objections have not timely deliver been cured, Buyer’s sole option will be either to (i) terminate this Agreement, in which event the Purchaser Notice, such failure Deposit shall be deemed a waiver returned to Buyer and Seller shall reimburse Buyer for all reasonable, out-of-pocket charges incurred for title, municipal judgment and lien searches and surveys (which obligation shall survive such termination), and there will be no further obligation or liability on either of Purchaser’s right to object to any Defects and Purchaser shall proceed to the parties hereto, except as specifically provided herein, or (ii) complete Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any SurveyObjections, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid Buyer shall not be required to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except issue an Objection with respect to Purchaserany Seller Lien shown on any written update of the title commitments or pro forma title insurance policies listed on Schedule 4(a) which is delivered to Seller. Seller may, at Seller’s repair election, cure the Objections by causing the Title Company to provide an endorsement or other affirmative insurance over the Objections; provided Seller pays for the cost of such endorsement and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title subject to the Property subject approval of Buyer and its mortgagee with respect to such uncured Defects and all other Permitted Exceptions, without an abatement marketability of the Purchase Pricetitle. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At Seller will obtain, at Seller's expense, and provide to Purchaser a copy of a title insurance commitment issued by Chicago Title Insurance Company (the Settlement Date"Title Commitment") agreeing to issue to Purchaser, upon ---------------- recording of the Deed, a standard ALTA owner's title insurance policy (ALTA Form B-1992) with coverage over any mechanic's, materialman's and subcontractor's liens and with the following endorsements: survey and contiguity (the "Title Policy") in an amount equal to the Property Purchase Price, ------------ subject only to taxes for the year of Closing and subsequent years, and the "Permitted Encumbrances" (as hereinafter defined). The cost of the Title Policy shall be good and marketable and free and clear borne in accordance with the terms of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined belowSection 7(d) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.hereof (b) During If the Feasibility Title Commitment or any update thereto shall disclose the existence of any liens, encumbrances or other defects or exceptions (collectively, the "New Title Matters"), then Purchaser shall give Seller ----------------- written notice (i) as to matters disclosed in the Title Commitment, by the end of the Inspection Period, Purchaser shall have the right and (ii) as to order a title search to be performed with regard matters disclosed in any such update to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving Purchaser's receipt of such notice from update (each, a "Purchaser's Title Notice"), specifying any ------------------------ New Title Matters which Purchaser finds objectionable ("Objections"), if ---------- any, Purchaser hereby waives any right Purchaser may have to raise as an objection to title or as a ground for Purchaser's refusal to close this transaction, any New Title Matters which Purchaser does not list as an Objection in a timely delivered Purchaser's Title Notice, such New Title Matters thereafter being deemed to be "Permitted Encumbrances." Seller ---------------------- shall notify Purchaser within three (but 3) calendar days of receipt of Purchaser's Title Notice as to whether Seller intends to remedy any or all of Purchaser's Objections, in any which event prior Seller shall have up to the expiration Closing Date to cure such Objections. If Seller has not notified Purchaser within such three (3) calendar day period of its intent or if Seller elects not to cure all of the Feasibility Period)Objections, Purchaser shall have the right: (1) to terminate this AgreementAgreement by giving written notice thereof to Seller and receive the return of the Deposit, whereupon the Deposit shall be returned to Purchaser and neither party shall have hereto thereafter having any further liability hereunder rights or obligations hereunder, except for the Surviving Obligations; or (except with respect ii) to Purchaser’s repair waive the Objections and indemnification obligations as set forth in Section 14 below)consummate the purchase of the Premises, without any abatement or reduction of the Purchase. If Purchaser does not timely deliver the Purchaser NoticePrice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects Objections; or (which shall iii) if any Objection is based upon a deed to secure debt, deed of trust, mortgage, judgment, lien or other liquidated monetary claim, to satisfy the Objection after deducting from the Purchase Price the cost of satisfying the Objection; or (iv) if any Objection is of the type described in clause (iii) above, and cannot be deemed Permitted Exceptions)satisfied out of the proceeds due Seller at Closing pursuant to clause (iii) above, the Permitted Exceptions, all matters of public record on or is an Objection that arises after the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement Date by reason of the Purchase Price. If Seller elects in writing action of Seller, to exercise such rights and remedies as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall may be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth provided for in Section 14 below), or (ii) proceed to Settlement and accept title to 12 hereof in the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement event of the Purchase Pricea breach or default by Seller. (c) For Seller has provided to Purchaser a current survey of the purposes Premises (the "Survey") as part of this Agreementthe Inspection Materials. The cost of any update ------ or revisions to the Survey shall be borne by Purchaser. Purchaser shall notify Seller, “Permitted Exceptions” in the Purchaser's Title Notice, as to matters disclosed on the Survey which Purchaser finds objectionable, and such objections shall mean (ibe deemed Objections and dealt with as such in accordance with the provisions of Section 9(b) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,hereof.

Condition of Title. 1. Buyer shall obtain a Preliminary title Report from Chicago Title Insurance Company (a"Title Company") At for its review and approval. If Buyer is not satisfied with the Settlement Dateexceptions shown on the Preliminary Title Report or if Buyer is not able to arrange for the Title Company to satisfy Buyer's title insurance requirements, then Buyer may deliver written notice to Seller prior to the date which is thirty (30) days after the Delivery Date that Buyer disapproves a title matter and elects to terminate the Agreement. 2. Notwithstanding the Foregoing, title to the Real Property at the Closing shall be good and marketable and free and clear of all liens liens, security interests, leases, title-retention agreements and other encumbrances (excepting only those encumbrances, easementsif any, restrictions, rights and similar conditions, excepting which Buyer has agreed to accept as Permitted Exceptions under this Agreement). 3. The following items are agreed to be "Permitted Exceptions": a. The printed exclusions from coverage appearing in the standard form of ALTA Owner's Title Policy (as defined belowForm B, amended 10-17-70) (provided that this exception is for insurability purposes only) and matters appearing of public record on provided that there shall be deleted therefrom any exception for possible unfiled mechanics' liens or claims for labor or material furnished at or prior to Closing upon Seller's certification or, in the Effective Date, subject event that Seller is unable to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right certify to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Propertythat no building, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaserconstruction, the Title Company shall deliver copies thereof to Seller. Purchaser shall further alterations, additions or repairs have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect been made to the Property within the four (4) month period preceding the Closing Date, then the exception for mechanics' liens shall be insured over by affirmative coverage, Seller to pay any special premiums for mechanics' lien coverage charged because of Seller's failure to make such certification; b. Subsurface public utility easements for local distribution, such as for gas, water and sewer lines or electric, telephone or CATV cable, the location of which is ascertainable and fixed, provided that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” the exercise of the rights thereunder does not and each being a “Defect”), together will not interfere with complete copies of each the use of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment present or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record potential future improvements on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,Property;

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting exc xxxxxx Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property Premises shall be good and marketable marketable, and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances and other title objections except for the title exceptions listed on Exhibit B attached hereto ("Permitted Encumbrances"). In addition, rights and similar conditionssuch title shall be insurable under an ALTA Owner's Policy, excepting Permitted Exceptions (Form B, Amended 1992, as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belowaforesaid by any reputable title insurance company at regular rates. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller order an examination of title and the Title Company shall cause a copy of the Survey as soon as it is availabletitle report to be forwarded to Seller's attorney upon receipt. Regardless Seller shall be entitled to a reasonable adjournment or adjournments of the Closing for up to 60 days or until the expiration date of any written commitment of any of Purchaser’s election 's lender(s) delivered to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period)Closing Date, whichever occurs first, to terminate this Agreement, whereupon remove any defects in or objections to title noted in such title report other than the Deposit shall Permitted Encumbrances and any other defects or objections which may be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title disclosed on or prior to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Closing Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For If Seller shall be unable to convey title to the purposes Premises at the Closing in accordance with the provisions of this Agreement, “Permitted Exceptions” Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the amount of any unpermitted lien or encumbrance on the Premises which can be removed at the Closing by payment of a liquidated amount, but without any other credit or liability on the part of Seller. If Purchaser shall mean not so elect, Purchaser may terminate this Agreement and the sole liability of Seller shall be to reimburse Purchaser for the net cost of title examination. Upon such reimbursement, this Agreement shall be null and void and the parties hereto shall be relieved of all further obligations and liability to each other. Seller shall not be required to bring any action or proceeding or to incur any expense to cure any title defect or to enable Seller otherwise to comply with the provisions of this Agreement. (id) liens for real estate taxes and assessments not yet due and payableNone of the foregoing are intended to, (ii) applicable zoningnor shall they, building and other laws, regulations and ordinances and any violations limit or any encroachments thereof,affect the remedies available to Purchaser at law or in equity in the event of a willful failure or refusal by Seller to convey title to the Premises to Purchaser.

Condition of Title. (a) At the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance on the standard form promulgated by the Texas Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, zoning regulations and ordinances ordinances, (iii) usual and customary utility easements, (iv) those matters shown on the Survey and not objected to by Purchaser pursuant to the terms of this Section 4, and (v) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditionsco nditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticenotice , notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the ) and t he Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At Prior to the Settlement Closing Date, title to the Property Buyer shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on provided with the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by Title Commitment from the Title Company with regard to in the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of form required by the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”)Commitment, together with complete copies of each of any Survey all exceptions and Commitment, and all documents and instruments referred to requirements listed therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within Within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt the receipt by Buyer of both the Title Commitment and the other items to cure such Defects to Purchaser’s reasonable satisfaction. Failure be delivered by Seller pursuant to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (the terms of Paragraph 7 of this Agreement or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes parties' execution of this Agreement, “Permitted Exceptions” whichever is later, Buyer shall mean give Seller written notice of (a) Buyer's objections, if any, as to the status of title with respect to the Property as reflected in the Title Commitment and (b) what remedial actions, if any, must be taken by Seller in order to eliminate such objections of Buyer. Within ten (10) days after the receipt by Seller of Buyer's notice, Seller shall either (i) liens for real estate taxes and assessments not yet due and payabletake (or cause others to take) such remedial actions to eliminate Buyer's objections to title prior to the Closing Date, or (ii) applicable zoningterminate this Agreement by written notice to Buyer, building in which event Seller and Buyer shall have only those liabilities and obligations to each other lawswhich are specified in the Commitment. Except for the Schedule B-I requirements, regulations the "standard" Schedule B-II exceptions and ordinances the "gap" exception in Schedule B-II of the Commitment, which shall be deleted by the Title Company at closing, and any violations or any encroachments thereof,subject to issuance by the Title Company of all endorsements requested by the Buyer, pursuant to Buyer's written instructions pursuant to Paragraph 8.B. below, all matters reflected in the Title Commitment with respect to which Buyer does not give Seller notice in accordance with the provisions of this Paragraph shall be deemed to be "Permitted Exceptions."

Condition of Title. It shall be a condition to the Close of ------------------ Escrow for Purchaser's benefit that title to the Real Property be conveyed to Purchaser by Seller subject only to the following approved condition of title ("Approved Condition of Title"): (a) At The matters referred to in Part 1, Schedule B of the Settlement Date, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.Title Policy; (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard Non-delinquent general and special real estate taxes; (c) The Permitted Exceptions described in Exhibit "C" to the Property, Ground Lease and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued any additional matters expressly approved by the Title Company with regard Purchaser arising from or relating to the PropertyApproved Lot Line Adjustment; and (d) Such other matters created by Purchaser. Upon the Opening of Escrow, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser , shall promptly cause the Title Company to prepare and deliver to Seller and Purchaser an updated preliminary title report for the Real Property (the "Title Report") and shall cause Latitude 33 to prepare, issue and certify to Purchaser and Title Company a copy revised ALTA/ACSM survey of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than Real Property consistent with the date that is thirty (30) days after the Effective Date Approved Lot Line Adjustment (the “Title Objection Date”"Survey"). Purchaser shall reimburse Seller at Closing, deliver written notice to for the cost of the Survey. Seller covenants and agrees that during the term of any the Escrow, it will not cause or permit (without objection) title or survey defect, lien, encumbrance or other matter with respect to the Real Property that is unacceptable to differ from the Approved Condition of Title described in this Section 5. Any liens, encumbrances, encroachments, easements, restrictions, conditions, covenants, rights, rights-of-way, or matters other than those contained with the Approved Condition of Title shall also be subject to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” 's approval and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment must be eliminated or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects ameliorated to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event 's satisfaction and for Purchaser's benefit prior to the expiration Close of Escrow as a condition of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver Close of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceEscrow. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the New Lease and the Permitted Exceptions (Encumbrances; and shall be insurable as defined below) such at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of Title Insurance, 1970 Form B, amended October 17, 1970 and matters appearing October 17, 1984. The premium for the Owner's Policy of public record on the Effective Date, subject to subparagraph 4(b) belowTitle Insurance will be paid by Buyer. (b) During If Seller is unable to convey title to the Feasibility PeriodReal Property to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the options (i) of taking such title as Seller is able to convey with abatement of the Purchase Price in the amount (fixed or ascertainable) of any Monetary Liens or (ii) of terminating this Agreement. Notwithstanding the foregoing, if title to the Property is not as described in Section 5(a) by reason an encumbrance or other title objection arising after the date of the Title Commitment and which objection is the result of any act or omission within the control of Seller, Buyer shall also be entitled to pursue all other remedies available to Buyer at law or in equity. (c) Buyer shall obtain from the Title Company a commitment for Title Insurance (?Title Commitment?) with respect to the Property. Within five days after Buyer?s receipt of the Title Commitment and a new as-built survey of Property, Buyer shall give to Seller notice (?Exception Notice?) of any exceptions to the title set forth in the Title Commitment which are not acceptable to Buyer (?Unacceptable Exceptions?). Buyer agrees that the New Lease shall not be an Unacceptable Exception. Seller shall, within ten days from the date of Seller?s receipt of the Exception Notice, deliver to Buyer an endorsement to the Title Commitment issued by the Title Company stating which, if any, Unacceptable Exceptions the Title Company has removed from the Title Commitment; and if the Title Company has not issued an endorsement to the Title Commitment removing all of the Unacceptable Exceptions from the Title Commitment within ten days from the date of Seller?s receipt of the Exception Notice, then Buyer shall have the right to order a title search terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this subsection 5(c), then the exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens securing repayment of monetary sums (?Monetary Liens?) shall be the ?Permitted Encumbrances?. Seller agrees fully to pay all Monetary Liens and cause all Monetary Liens to be performed with regard to the Property, released and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery satisfied of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event record prior to the expiration completion of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title 5.1. Title to the Property conveyed hereunder shall be good and marketable and good, free and clear of all liens liens, claims, encumbrances and encumbrancesinterests (other than the Permitted Exceptions set forth on EXHIBIT G) and insurable by a nationally recognized title insurance company of Purchaser's choice (the "Title Company"), easementsat regular rates, restrictions, rights subject only to such defects and similar conditions, excepting Permitted exceptions to title which Purchaser has not listed as Unacceptable Exceptions (as defined belowhereinafter defined) or in a notice to Seller or otherwise those Unacceptable Exceptions which Purchaser waives and matters appearing agrees to take subject to in accordance with the terms of public record on this Agreement (the Effective "Permitted Exceptions"). 5.2. Purchaser has ordered title and survey. Within fifteen (15) days from the receipt of title and survey, Purchaser shall notify Seller whether Purchaser's survey and/or title search reveals any defects or other exceptions to title which are unacceptable to Purchaser (the "Unacceptable Exceptions"). Seller shall notify Purchaser within five (5) Business Days after receipt of the notice of such Unacceptable Exceptions whether Seller will attempt to remedy the same. Should Seller choose to remedy the Unacceptable Exceptions, Seller shall have up to thirty (30) days within which to take such action as Seller, Purchaser and Purchaser's title insurance company deem appropriate to clear or remove said Unacceptable Exceptions and the Closing shall be postponed for up to such thirty (30) days (the "Adjourned Closing Date"). Notwithstanding the foregoing, Seller shall be obligated to remove and cure, or bond over any Unacceptable Exceptions provided that the removal and cure or the bonding of such exceptions does not exceed $100,000 in the aggregate (collectively, "Seller Cure Exceptions"). If an Unacceptable Exception is incapable of being cured within a thirty (30) day period as set forth above, such thirty (30) day period may be extended by Purchaser for so long as Seller continues to diligently pursue remedying the Unacceptable Exception. If after the expiration of said thirty (30) day period, and prior to the Adjourned Closing Date, subject a new defect to subparagraph 4(b) belowtitle is disclosed by an updated endorsement to Purchaser's title report, the same rights and obligations of the parties as set forth above shall be applicable. (b) During 5.3. In the Feasibility Periodevent Seller is unable or unwilling to remove any Unacceptable Exceptions which are not Seller Cure Exceptions in accordance with Section 5.2 above, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement. In the event Purchaser so terminates this Agreement, whereupon the Xxxxxxx Money Deposit shall be returned to Purchaser Purchaser, and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver upon the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptionsreturn thereof, all matters obligations of public record on the Effective Dateparties hereto shall cease and terminate other than those obligations arising under Article 12. In addition, and all matters that are in lieu of satisfying any of the foregoing liens or would be reflected in any Surveyencumbrances affecting the Property, without an abatement Seller may direct Purchaser to apply a portion of the Purchase PricePrice to the satisfaction of such liens and encumbrances provided that Seller shall, at the Closing, deliver to the Title Company instruments in recordable form which, in the opinion of the Title Company, will be sufficient to satisfy and cause such liens or encumbrances to be removed of record, together with the cost of recording or filing any such instruments. If Seller elects in writing as aforesaid to attempt to cure any DefectsPurchaser shall, Seller shall use commercially reasonable efforts to cure such Defects if request is made at least five (5) Business Days prior to Settlement. If Seller elects to attempt to cure any Defectsthe Closing Date, but at provide Seller, on the time of Settlement such Defects have Closing Date, with separate unendorsed certified or bank checks payable as directed by Seller, in an aggregate amount not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of exceeding the Purchase Price, to facilitate the satisfaction of any such liens or encumbrances. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) 6.1. At the Settlement DateClosing, Seller shall convey and transfer to Buyer such title to the Property shall be good and marketable and free and clear as will enable the Title Company to issue to Buyer, at Seller's expense, a standard CLTA Owner's Policy of all liens and encumbrancesTitle Insurance covering the Property (the "Title Policy”), easementsin the full amount of the Purchase Price, restrictions, rights and similar conditions, excepting subject only to the Permitted Exceptions (as defined belowhereinafter defined). 6.2. Within three (3) and matters appearing Business Days of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”)Seller shall, at its sole cost and expense, order a current title commitment and copies of all exceptions referred to therein (collectively, “Title Report") from Title Company. Purchaser Buyer shall promptly deliver to Seller examine the Title Report and the Title Company a copy of exceptions to title listed therein, as well as all underlying title documents, and any survey that Buyer elects to obtain, at Buyer’s expense, with respect to the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Real Property ("Survey"), Purchaser and shall, no later than the date that is thirty Friday, September 20, 2013, notify Seller in writing (30) days after the Effective Date (the “"Title Objection Date”), deliver written notice to Seller Notice") of any title or survey defecteasement, lienright-of-way, encumbrance encroachment, conflict, protrusion or other matter affecting the Property which is shown on a Survey, and of any exceptions which appear in the Title Report (other than the Permitted Exceptions, as defined below) that are unacceptable to Buyer in its sole and absolute discretion (collectively, "Title Objections"), and Buyer shall state in the Title Objection Notice which, if any, of the objectionable matters may be cured by Seller obtaining, at Seller's expense, an endorsement to Buyer's Title Policy issued at Closing, and any lender's title insurance policy issued to Buyer's lender at Closing, deleting such matter as an exception from the policy. Except as otherwise agreed by Seller pursuant to the provisions of this Agreement, Seller shall have no obligations to take any steps, or to bring any action or proceeding, or to otherwise incur any effort or expense whatsoever to 9/12/2013 12:02 PM eliminate or modify any of the Title Objections, except that (i) Seller agrees to remove at Seller's expense at or prior to Closing any deed of trust or mortgage created by Seller (or any affiliate or predecessor of Seller), any mechanic’s and/or materialmen liens and judgment liens and any other monetary lien of an ascertainable amount affecting the Property (other than current real property taxes and assessments, not delinquent, which shall be prorated between the Parties at the Closing, as provided below, unless Seller, as tenant under the Lease is obligated to pay such real property taxes and assessments, in which event Seller shall pay the same to the extent provided in the Lease) (collectively, "Monetary Liens"), whether or not Buyer includes such Monetary Liens among the Title Objections; (ii) Seller shall terminate, or cause to be terminated, all leases and third party occupancy agreements (other than the Cell Tower Lease) affecting the Property, or applicable portion thereof, and cause all tenants, if any, other than the tenant under the Cell Tower Lease, to vacate the Property prior to the Closing hereunder and (iii) Seller shall execute and deliver to Title Company an owner's affidavit and/or indemnity in such form and content as may be requested by Title Company in order to remove from the Title Policy exceptions relating to parties in possession (other than pursuant to the leases delivered to Buyer as part of the Property Information, as defined below) and claims to mechanics liens arising from work performed at the Property other than by or for Buyer. Except as provided above, any title insurance endorsements requested by Buyer, lender's policy of insurance, or the incremental title premium allocable to extended coverage policy (such as an ALTA extended coverage policy) shall be at Buyer's sole cost and expense; however, Buyer's election to obtain any title insurance endorsements requested by Buyer, lender's policy of insurance, ALTA extended coverage policy of title insurance shall not delay the Closing and Buyer's inability to obtain the same shall not be deemed to be a failure of any Buyer's condition to Closing. 6.3. If Buyer properly delivers a Title Objection Notice as set forth in Section 6.2 above, and Seller does not provide Buyer with respect written notice of its election to cause all the Buyer's Title Objections to be removed from title to the Property within five (5) business days of Seller's receipt of the Title Objection Notice (the "Objection Cure Period"), then it then it shall be deemed that is unacceptable Seller has elected to Purchasernot cause all Buyer's Title Objections to be removed from title, except that, in all events, Seller shall remove at Seller's expense all Monetary Liens at or prior to Closing and Seller shall terminate, or cause to be terminated, all leases and third party occupancy agreements (other than the Cell Tower Lease) affecting the Property, or applicable portion thereof, and cause all tenants, if any, other than Permitted Exceptions (such matters being referred the tenant under the Cell Tower Lease, to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred vacate the Property prior to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such DefectsClosing hereunder. If Seller elects (does not elect, or is deemed to have electednot elected to remove all the Buyer's Title Objections (other than Monetary Liens, which will be removed by Seller in all events) from title to the Property, then Buyer may either (i) waive its disapproval of any exception Seller has not agreed to attempt eliminate and proceed to cure such DefectsClosing in accordance with the terms and conditions of this Agreement without any reduction in the Purchase Price, Purchaser shall be entitledor (ii) as its sole and exclusive remedy, terminate this Agreement by giving delivering written notice (the “Purchaser Notice”) thereof in writing to Seller within five (5) days after receiving such notice from Seller (but in any event prior to on or before the expiration of the Feasibility Inspection Period), to terminate this Agreementin which event, whereupon the Deposit shall then on hand with the Escrow Agent will 9/12/2013 12:02 PM be returned to Purchaser Buyer, and neither party shall have any further liability obligations hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Noticeother than those which, by their express terms, survive such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricetermination. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. It shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy with any exception for liens or parties in possession deleted (other than the rights of Tenant under the Lease) and together with any endorsements Buyer may require to the extent available in Florida (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): (a) At the Settlement DateA lien to secure payment of real estate taxes, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below.not delinquent; (b) During Matters affecting the Feasibility Period, Purchaser shall have Condition of Title created by or with the right to order written consent of Buyer; and (c) Exceptions disclosed by a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance current extended coverage ALTA Commitment (the “Commitment”) with respect to be the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with regard to the Propertythis paragraph. Within ten (10) days after Effective Date, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser , shall promptly deliver provide to Seller and Buyer the Title Company a copy Commitment, together with legible copies of the Survey as soon as it is available. Regardless of Purchaser’s election instruments underlying any exceptions referred to order or not order any in the Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection DateExceptions”), deliver written notice to Seller and Seller’s most recent copy of any survey of the Land and Improvements. Seller shall be absolutely obligated to remove, at or prior to Closing, and Buyer shall be deemed to have disapproved, all monetary exceptions to title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth hereinnon-delinquent real property taxes. If, on or before twenty (20) days following receipt of the Title Objection DateCommitment, Purchaser properly gives notice to Seller of one or more Defects as required hereinExceptions and Survey, Buyer disapproves any non-monetary items described therein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to thereafter have elected) not the right to attempt to cure eliminate or ameliorate to Buyer’s satisfaction such Defects, Purchaser matters as Buyer shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to have so disapproved on or before the expiration of the Feasibility Inspection Period). Seller shall give written notice to Buyer within such period whether Seller is unable or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Closing Attorney on or before the expiration of the Inspection Period, to (i) waive its prior disapprovals of those matters which Seller is unable to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved; or (ii) terminate the Agreement, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer and thereafter this Agreement and the rights and obligations of the parties hereunder shall terminate, except for Buyer’s indemnity obligations under Section 6 below. (d) During the term of the Agreement, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent. Seller shall provide whatever documentation and indemnities that are reasonably necessary to cause the Title Policy to delete any exceptions relates to mechanic’s/construction liens in connection with the Improvements. Buyer acknowledges that Seller is processing a plat or subdivision map (the “Map”) to cause the Land to be a separate legal parcel. Any material modification to the boundaries of the Land as compared to Exhibit “A” attached hereto shall entitled Buyer to terminate this AgreementAgreement if Buyer reasonably determines that such modification will adversly affect Buyer’s interest in the Property or value thereof, whereupon in which event, the Deposit and the Additional Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceBuyer. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At As of the Settlement DateClosing, title to each Property shall be insurable at ordinary rates by Purchaser’s title company. Title to each Owned Property shall be good and marketable fee title, title to each Lease Property and Lease shall be a good and marketable leasehold estate in accordance with the applicable Lease and title to all Owned Properties and Lease Properties shall be free and clear of all liens, restrictions, easements, encumbrances, leases, tenancies and other objections, including those items listed as “Title Objections” on Exhibit G attached hereto and made a part hereof (the “Title Objections”) subject only to the following (collectively, the “Permitted Encumbrances”): (i) The Tenant Leases; (ii) Those exceptions to title set forth in Schedule B, Part 2 of the Title Commitments listed on Exhibit F for the applicable Property and not listed as “Title Objections” for such Property on Exhibit G; (iii) Those facts revealed by the surveys listed on Exhibit H attached hereto and made a part hereof (the “Surveys”) and not listed as “Title Objections” for such Property on Exhibit G; and (iv) Such other exceptions to title or other matters expressly waived or deemed waived by Purchaser pursuant to the terms of this Agreement. (b) At Closing, each Property other than Xxxxxx Xxxxx, Xxxxxxxx (0000), Xxxxxxx, Xxxxxxxx (6076), Abilene, Texas (7823) and San Angelo, Texas (7832) shall be conveyed with the restrictive covenant set forth in Exhibit N (the “Restrictive Covenant”). The Restrictive Covenant for each Property shall remain in effect for the period set forth on Exhibit N. (c) As of the Closing, Seller’s title to the Incidental Property, if any, shall be good and marketable and free and clear of any and all security interests, liens, encumbrances, chattel mortgages, leases, trust receipts, conditional sales agreements, pledges, title retention contracts, assignments, tax liens and encumbrancesclaims of every kind, easements, restrictions, rights nature and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belowdescription whatsoever. (bd) During As of the Feasibility PeriodClosing, each Lease shall be in full force and effect in accordance with its terms and no Event of Default by Seller or the landlord or ground landlord shall exist thereunder, neither shall any Default Event exist, provided, however, that the following shall apply: (i) Seller has represented in Paragraph 19 that no Events of Default or monetary Default Events by Seller or the landlord or ground landlord under any Lease currently exist and that it is not aware of any non-monetary Default Event by any such landlord or ground landlord and has not received notice of any non-monetary Default Event of Seller. (ii) If an Event of Default or Default Event by Seller occurs or is first known to Seller after the date hereof, Seller shall promptly notify Purchaser thereof and the parties agree as follows: (A) monetary Events of Default and Default Events shall be promptly cured by Seller (and in any event, before landlord or ground landlord shall have any basis on which to terminate the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”affected Lease), at its sole cost and expenseprovided, however, if Seller shall in good faith dispute whether the amounts claimed are due from Seller, Seller may use any available dispute resolution mechanism that prevents the Lease from being terminated. Purchaser Any amounts not paid by Seller shall promptly deliver to Seller and remain the Title Company a copy responsibility of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”)Seller, together with complete copies all interest, costs or collection or other charges resulting from such Event of each Default, Default Event or dispute and, if same are not paid in full at or before Closing, Seller shall remain responsible for the payment of any Survey same thereafter and Commitmentindemnify Purchaser and hold Purchaser harmless from all such amounts. (B) if a non-monetary Event of Default by Seller shall first occur after the date of this Agreement or Seller shall first receive notice of a non-monetary Default Event after the date of this Agreement, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment Seller shall cure or Survey dispute same in the same manner as monetary Events of Default or Default Event, provided, however, that Seller shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not obligated to cure any such DefectsEvent of Default or Default Event where the cure is reasonably estimated by Seller (with Seller providing to Purchaser in writing the basis and reasonable back-up for its reasonable estimate) to cost more than Ten Thousand Dollars ($10,000) for any single Property (an “Excess Cure Default”). If Seller elects (or is deemed to have elected) not to attempt cure an Excess Cure Default, the parties shall use the Objection Resolution Procedure (as hereinafter defined) to cure such Defectsdetermine how to treat the affected Asset Group, except that, for purposes thereof, when reading the Objection Resolution Procedure, the references therein to “Non-Required Cure” shall be read as and replaced by “Excess Cure Default” and there shall be no increase in the Purchase Price if a negative value Asset Group is removed as a result of an Excess Cure Default that Seller does not elect to cure. Notwithstanding the Objection Resolution Procedure, in any case in which Purchaser accepts a Lease with an Excess Cure Default uncured, Purchaser shall be entitledcredited at Closing with $10,000 less the actual costs expended by Seller in its attempts, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period)if any, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementExcess Cure Default for the affected Property. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy Lease shall be either terminated by the applicable landlord or ground landlord before Closing due to an Event of Default, the Asset Group shall be removed from the Assets and the Purchase Price reduced if the Asset Group had a positive value (ibut not increased if the Asset Group had a negative value) terminate regardless of whether Purchaser had been willing to accept the Lease with the Event of Default or Default Event uncured as Seller will be unable to deliver the title thereto required by this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement DateBuyer shall have approved those covenants, title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easementsconditions, restrictions, rights of way, easements, reservations, and similar conditionsother matters of record disclosed in (i) the Title Commitment, excepting Permitted Exceptions (as defined belowii) the Exception Documents, and matters appearing of public record on (iii) the Survey. Seller shall cause Title Insurer, promptly following the Effective DateDate of this Agreement, subject to subparagraph 4(b) below. (b) During issue the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, Title Commitment and to order a commitment for an owner policy title insurance (the “Commitment”) deliver to be issued by the Title Company with regard to the PropertyBuyer copies of all Exception Documents and copies of all documents referenced in any recorded memorandum, all at Purchaser’s Seller's sole cost and expense. Concurrently with its delivery If Buyer disapproves of the Commitment to Purchaser, any matter disclosed in the Title Company Commitment, Buyer shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey notify Seller of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is such disapproval within thirty (30) days after following receipt of the Effective Date Title Commitment and all Exception Documents in legible form and the Survey, and Seller shall have ten (10) days from receipt of such disapproval to agree to attempt to remove the “disapproved matter; provided however, if Buyer fails within such thirty (30) day period to approve any matter disclosed in the Title Objection Date”)Commitment or the Exception Documents, deliver by written notice to Seller and Escrow Holder, then such matter shall be deemed disapproved by Buyer. Seller's agreement to attempt to remove such disapproved items shall not be deemed an agreement by Seller to remove such disapproved items nor shall Seller's failure to remove such disapproved items, for any reason whatsoever, be considered or deemed a default by Seller under, or a breach by Seller of, the terms of any title or survey defectthis Agreement. If Seller is successful in removing all disapproved matters, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” Title Commitment and each being a “Defect”), together with complete copies of each of any Survey and CommitmentException Documents shall then be deemed approved, and this contingency shall be satisfied. If Seller does not agree to attempt to remove all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b)disapproved matters, or any other term if Seller is not successful in removing all disapproved matters, Buyer shall have five (5) days from the earlier of (i) the date Seller notifies Buyer that Seller will not attempt to remove or condition set forth herein. Ifcannot remove disapproved matters, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within (ii) ten (10) business days after receiving from the date of Seller's receipt of Buyer's disapproval, if Seller does not agree to remove such noticedisapproved matters, notify Purchaser whether to either terminate this Agreement or agree to accept title to the Project subject to the disapproved matters that Seller will cannot, or will not, remove. If Buyer does not attempt notify Seller in writing within such five (5) day period of its willingness to cure such Defects accept title to Purchaser’s reasonable satisfaction. Failure by the Project subject to those matters Seller to deliver such notice cannot, or will not, remove, Buyer shall be deemed Seller’s election not to cure any such Defectshave elected to terminate this Agreement. If Seller elects (The exceptions to title that Buyer approves, or is deemed to have elected) not to attempt to cure such Defectsapproved, Purchaser under this SUBSECTION 4.1.1, and under the terms of SUBSECTION 4.1.2 below, shall be entitledreferred to as "Permitted Title Exceptions"; provided, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in however, that notwithstanding any event prior to the expiration other provision of the Feasibility Period)this SUBSECTION 4.1.1, to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 or SUBSECTION 4.1.2 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective DateTitle Exceptions shall not include, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts remove at or before the Closing and shall cause the Project to cure be delivered free and clear of, any lien encumbering the Project that secures the payment of money, such Defects prior to Settlement. If as mechanic's and materialmen's liens, and the liens of deeds of trust and mortgages, unless Buyer otherwise notifies Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Pricewriting. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the Ground Leases, the Tenant Leases and the Permitted Exceptions Encumbrances; and shall be insurable as such at ordinary rates by the Title Company pursuant to an ALTA Leasehold Policy of Title Insurance, 1970 Form B, amended October 17, 1970 and October 17, 1984. The premium for the Leasehold Policy of Title Insurance will be paid by Buyer. Anything to the contrary in this paragraph notwithstanding, Buyer will accept title with the following exceptions set forth on Penn Title Insurance Company Policies Nos. 79929-R and 81289-R: as to Policy 79929-R, exceptions 1, 2, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15 (limited to 1997 taxes), 16, 18 and 19; and as defined below) to Policy 81289-R, exceptions 1, 2, 4, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15 and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below16. (b) During If Seller is unable to convey title to the Feasibility PeriodProperty to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the options (i) of taking such title as Seller is able to convey with abatement of the Purchase Price in the amount (fixed or ascertainable) of any existing Monetary Liens or (ii) of terminating this Agreement. Notwithstanding the foregoing, if title to the Property is not as described in Section 5(a) by reason of any willful act by Seller, Buyer shall also be entitled to pursue all other remedies available to Buyer at law or in equity. (c) Buyer shall obtain from the Title Company a commitment for Title Insurance ("Title Commitment") with respect to the Property prepared by and at the cost of Buyer. Within five days after Buyer's receipt of the Title Commitment and a new as-built survey of Property prepared by and at the cost of Buyer, Buyer shall give to Seller notice ("Exception Notice") of any exceptions to the title set forth in the Title Commitment which are not acceptable to Buyer ("Unacceptable Exceptions"). Buyer agrees that the Tenant Leases and the Ground Leases shall not be Unacceptable Exceptions. Seller shall, within ten days from the date of Seller's receipt of the Exception Notice, deliver to Buyer an endorsement to the Title Commitment issued by the Title Company stating which, if any, Unacceptable Exceptions the Title Company has removed from the Title Commitment; and if the Title Company has not issued an endorsement to the Title Commitment removing all of the Unacceptable Exceptions from the Title Commitment within ten days from the date of Seller's receipt of the Exception Notice, then Buyer shall have the right to order a title search terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this subsection 5(c), then the exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens securing repayment of monetary sums ("Monetary Liens") shall be the "Permitted Encumbrances". Seller agrees fully to pay all Monetary Liens and cause all Monetary Liens to be performed with regard to the Property, released and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery satisfied of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event record prior to the expiration completion of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. Landlord agrees that if Tenant exercises the Purchase Option, Landlord will convey title to the Property to Tenant subject only to: (ai) At matters disclosed in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to the Settlement execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record exist on the Effective DateClosing Date that are not Permitted Exceptions, subject to subparagraph 4(b) below. but which did not result from the acts or omissions of Landlord (b) During the Feasibility Periodor any Landlord Party), Purchaser then Landlord shall not be in default hereunder, but Tenant shall have the right to order a title search cancel and terminate its exercise of the Purchase Option by notice thereof to be performed with regard Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to the Property, and to order a commitment for issue an owner ALTA standard coverage owner’s policy of title insurance (the “Commitment”) to be issued by the Owner’s Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “SurveyPolicy”), at its sole cost with extended coverage over the general exceptions, insuring that Tenant owns good and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept marketable fee simple title to the Property Premises, subject only to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of amount equal to the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at The cost of the time of Settlement such Defects have not been cured, PurchaserOwner’s sole option and remedy Title Policy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser apportioned between Landlord and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations Tenant as set forth provided in Section 14 43.06 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property Land shall be good delivered to Buyer and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, Buyer agrees to accept such title subject to subparagraph 4(b) below. (b) During all of the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance following (the “CommitmentPermitted Exceptions”): (i) to All exceptions referenced in Seller’s Title Policy (except items 1, 2 and 11-13 on Schedule B) and all matters shown on Seller’s Survey (the “Existing Title Exceptions”); (ii) Zoning and building regulations, insurance and rating codes and regulations, ordinances and requirements and any other laws, regulations or ordinances affecting the Property or its use adopted by any authority having jurisdiction over the Property and the use thereof; (iii) All taxes, impositions and assessments not yet due and payable; (iv) All other Title Documents or exceptions approved or deemed approved by Buyer in accordance with Section 3(c); (v) All Real Property Leases; (vi) Such state of facts as would be issued disclosed by the Title Company with regard to the Propertya survey, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey physical inspection of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy or as disclosed by any of the Survey as soon as it is availableDue Diligence Documents; and (vii) Any matters created by or through Buyer. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later Not less than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such noticeprior to the expiration of the Inspection Period, Buyer shall notify Purchaser whether Seller will of any items in the Title Commitment or will Survey (other than the Existing Title Exceptions and those items identified in Sections 3(b)(ii), 3(b)(iii), 3(b)(v) and 3(b)(vi)) which are unsatisfactory to Buyer in its sole and absolute discretion (the “Objections”). Except to the extent that Buyer notifies Seller of any Objections in accordance with the foregoing, any items that are shown in the Title Commitment or on the Survey as of the expiration of the Inspection Period shall be deemed to have been approved by Buyer and shall be Permitted Exceptions for all purposes under this Agreement. If Buyer timely notifies Seller of any Objections, Seller may, but except as expressly provided herein shall not attempt be obligated to, elect to cure any or all of such Defects Objections, to PurchaserBuyer’s and the Title Company’s reasonable satisfaction. Failure by Seller shall give notice to deliver Buyer within five (5) days following the date of Buyer’s delivery to Seller of the Objections, stating whether Seller agrees to cure each such notice Objection prior to the Closing. If Seller fails timely to give such notice, then Seller shall be conclusively deemed Seller’s election to have elected not to cure any such DefectsObjections. If Seller elects (or is deemed to have electedelect) not to attempt agree to cure any such DefectsObjections, Purchaser then Buyer may either (i) waive such Objections, without any reduction of the Purchase Price, in which event such waived Objections shall become Permitted Exceptions for all purposes under this Agreement or (ii) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be entitled, promptly returned to Buyer and the parties shall have no further rights or liabilities under this Agreement other than those that expressly survive the termination of this Agreement. Buyer shall make the election described in the preceding sentence by giving written notice (the “Purchaser Notice”) to Seller prior to expiration of the Inspection Period, or, if later, within five (5) days after receiving such following its receipt or deemed receipt of Seller’s notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair the applicable Objection, and indemnification obligations as set forth in Section 14 below). If Purchaser the event Buyer does not timely deliver the Purchaser Noticemake such election, such failure Buyer shall be conclusively deemed a waiver of Purchaser’s right to object to have waived all Objections. Seller shall cure at or before Closing any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters Objection that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt it has agreed to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate in accordance with this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below3(c), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At Upon execution of this Agreement, Buyer shall order a title commitment (the Settlement Date“Title Commitment”) from the Title Company, together with copies of all underlying documents relating to title exceptions referred to therein. Seller shall furnish to Buyer the existing survey of the Property in Seller’s possession. Buyer may order an update of such survey (the “Survey”) of the Property from a duly licensed surveyor. Buyer shall provide Seller with a copy of the updated Survey, which shall be certified to the Property Title Company, Buyer and Seller. Buyer shall be good pay the entire cost to update the Survey. If Closing does not occur for any reason other than Seller’s default, then Buyer shall, if Seller so requests, assign to Seller all contract rights Buyer has with the surveyor with respect to the Survey at no cost to the Seller. (b) Upon execution of this Agreement, Seller deliver to Buyer a draft of the Declaration of Easements, Covenants and marketable Restrictions for the SHG/Germantown Commercial (the “Declaration of Easements”). Buyer and free and clear Seller shall have until the expiration of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions the Title Review Date (as defined below) to mutually agree on a form of the Declaration of Easements. If Buyer and matters appearing Seller cannot mutually agree to the form of public record on the Effective DateDeclaration of Easements, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser Buyer shall have the right to order terminate this Agreement and receive a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery refund of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property Deposit. (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty c) Within twenty (3020) days after the Effective Date (the “Title Objection Review Date”), deliver Buyer shall furnish Seller with a written notice statement of objections, if any, to the title to the Property, including, without limitation, any objections to any matter shown on the Survey (collectively, “Objections”); provided, however that Buyer shall not be required to object to Mandatory Removal Items (hereinafter defined). Should Buyer fail to notify Seller in writing of any title or survey defect, lien, encumbrance or other matter with respect Objections in the Title Commitment prior to the Property that is unacceptable Title Review Date, Buyer shall be deemed to Purchaser, other than Permitted Exceptions (have approved such matters being referred to herein as of title. (d) If Seller receives a timely Objection in accordance with Section 4.1(b) (“Defects” and each being a “DefectBuyer’s Notice”), together with complete copies Seller shall have the right, but not the obligation, within two (2) Business Days after receipt of each of any Survey and Commitment, and all documents and instruments referred to therein. PurchaserBuyer’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(bNotice (“Seller’s Response Period”), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not elect to attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defectsmatter upon written notice to Buyer (“Seller’s Response”), and may extend the Closing Date for up to fifteen (15) Business Days to allow such attempt to cure. If Seller does not give any Seller’s Response, Seller shall be deemed to have elected not to have elected to attempt to cure any such matters. Notwithstanding the foregoing, Seller shall in any event be obligated to cure all matters or items (“Mandatory Removal Items”): (i) that are mortgage or deed of trust liens or security interests against the Property; (ii) real estate tax liens and water and sewer liens, other than liens for taxes and assessments not yet then due and payable (subject to proration at Closing); or (iii) any other monetary encumbrances that have been placed against the Property by Seller or any affiliate thereof after the date of this Agreement and that are not otherwise permitted pursuant to the provisions hereof. (e) If Seller elects (or is deemed to have elected) not to attempt to cure any Objections raised in any Buyer’s Notice timely delivered by Buyer to Seller pursuant to Section 4.1(b), or if Seller notifies Buyer that it elects to attempt to cure any such DefectsObjection but then does not for any reason effect such cure on or before the Closing Date (as it may be extended hereunder), Purchaser then Buyer, as its sole and exclusive remedy, shall be entitled, have the option of terminating this Agreement by giving delivering written notice (the “Purchaser Notice”) thereof to Seller within five (5) days Business Days after receiving (as applicable): (i) its receipt of Seller’s Response stating that Seller will not attempt to cure any such notice from Seller Objection; or (but in any event prior to ii) the expiration of Seller’s Response Period if Seller does not deliver a Seller’s Response; or (iii) Seller’s failure to cure by the Feasibility Period)Closing Date (as it may be extended hereunder) any Objection which Seller has previously elected to attempt to cure pursuant to a Seller’s Response. If Seller cures any Objection, to terminate this AgreementSeller shall give Buyer written notice of the cure. In the event of such a termination, whereupon the Deposit shall be returned to Purchaser Buyer if and only if the Seller failed to cure any Mandatory Removal Item or any material title issue which would materially impact the value of the Property or would prohibit the operation of the Hotel, otherwise to be paid to the Seller, and thereupon neither party shall have any further liability rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If no such termination notice is timely received by Seller hereunder, Buyer shall be deemed to have waived all such Objections. If the Closing is not consummated for any reason other than Seller’s default hereunder, Buyer shall be responsible for any title or escrow cancellation charges, and if Closing is not consummated due to Seller’s default hereunder, Seller shall be responsible for any title or escrow cancellation charges. Matters of title that are either: (except with respect i) not Objections raised by Buyer in Buyer’s Notice; or (ii) Objections raised by Buyer in Buyer’s Notice but not cured by Seller or waived by Buyer, are hereinafter collectively referred to Purchaser’s repair and indemnification obligations as set forth the “Permitted Exceptions”). The Permitted Exceptions shall be listed on Exhibit A to the Special Warranty Deed (as defined in Section 14 8.3(a)(i) below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes The provisions of this Agreement, “Permitted Exceptions” Section shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,survive the Closing.

Condition of Title. (a) At the Settlement Date, title to the Property (other than the Quitclaim Property) shall be good and marketable merchantable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph Section 4(b) below. (b) During the Feasibility Period, Period Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy of title insurance on the standard form promulgated by the Louisiana Department of Insurance, in the amount of the Purchase Price (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order obtain a survey of the Property (the “Survey”) during the Feasibility Period (as hereinafter defined), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after following the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey (which shall be certified to Purchaser, Seller and the Title Company) and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein, and Purchaser’s election to not obtain a Commitment or Survey shall be deemed a waiver of Purchaser’s right to object to any Defects that would have been disclosed therein, which Defects shall be deemed Permitted Exceptions. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), ) to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement reduction of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to any provisions which by their express terms survive the termination of this Agreement (including, without limitation, Purchaser’s repair and indemnification obligations as set forth in Section 14 below and the parties’ respective confidentiality obligations as set forth in Section 18(k) below), or or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement reduction of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoningzoning regulations and ordinances, building (iii) usual and customary utility servitudes and easements and donations, transfers, servitudes, easements and right-of-ways for public roads, (iv) any requirement that any lot or portion of the Property may need to be subdivided into a lot of record in accordance with the rules and regulations of the parish in which the Property is located, (v) all other easements, covenants, conditions, restrictions and other lawsmatters of record to the extent the same affect the Property and have not been objected to by Purchaser as set forth above in this Section 4, regulations (vi) those matters reflected on the Survey and ordinances not objected to by Purchaser as set forth above in this Section 4, or, alternatively, if Purchaser elects not to obtain a Survey, such matters as would be reflected on a current and accurate survey of the Property, and (vii) Defects that Purchaser has agreed to accept or to which it has otherwise waived any violations or any encroachments thereof,objection as set forth above in this Section 4.

Condition of Title. (a) At On the Settlement Date, title to the Property shall be good and marketable and conveyed free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner owner’s policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the ““ Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Pe rmitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey or its f ailure to deliver any written notice of a Defect on or before the Objection Date shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. IfIf , on or before the Title Objection Date, Purchaser properly gives written notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving written notice (the “Purchaser NoticeNotice ”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2(b), 13 and 14). If Purchaser does not timely deliver the Purchaser NoticeNotice or Defect objection notice by the Objection Date, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects Defects, the exceptions shown on the Commitment shall be deemed Permitted Exceptions, and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), ) and the Permitted Exceptions, all matters of public record on the Effective Date, Date and all matters that are or would be reflected in shown on any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to SettlementSettlement or to cause the Title Company to insure against loss or damage resulting from such objections. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been curedsatisfied as provided herein, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser (provided Purchaser is not otherwise in default hereunder) and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 belowSections 2 (b), 13 and 14), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement Date, title Title to the Property shall be good and marketable and free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights leases, tenancies and similar conditionsother title objections, excepting except for the lien of the Existing Mortgage, the Tenant Lease and the Permitted Exceptions (Encumbrances; and shall be insurable as defined below) such at ordinary rates by the Title Company pursuant to an ALTA Owner's Policy of Title Insurance, 1970 Form B, amended October 17, 1970 and matters appearing October 17, 1984. The premium for the Owner's Policy of public record on the Effective Date, subject to subparagraph 4(b) belowTitle Insurance will be paid by Buyer. (b) During If Seller is unable to convey title to the Feasibility PeriodReal Property to Buyer at Closing in accordance with the requirements of this Agreement, Purchaser Buyer shall have the right options (i) of taking such title as Seller is able to order a title search to be performed convey with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery abatement of the Commitment to Purchaser, Purchase Price in the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property amount (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order fixed or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30ascertainable) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any Monetary Liens or (ii) of terminating this Agreement. Notwithstanding the foregoing, if title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein not as “Defects” and each being a “Defect”), together with complete copies of each described in Section 5(a) by reason of any Survey and Commitmentwillful act or omission by Seller, and Buyer shall also be entitled to pursue all documents and instruments referred other remedies available to therein. Purchaser’s election to not order any Commitment Buyer at law or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. Ifin equity. (c) Buyer shall, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Inspection Period: (i) obtain from the Title Company a commitment for Title Insurance ("Title Commitment") with respect to the Property; (ii) if desired by Buyer, obtain a new as-built survey of the Property; and (iii) give to Seller notice ("Exception Notice") of any exceptions to the Title set forth in the Title Commitment which are not acceptable to Buyer ("Unacceptable Exceptions"). Buyer agrees that the Tenant Lease and the lien of the Existing Mortgage shall not be Unacceptable Exceptions. Seller shall, within ten days from the date of Seller?s receipt of the Exception Notice, deliver to Buyer an endorsement to the Title Commitment issued by the Title Company stating which, if any, Unacceptable Exceptions the Title Company has removed from the Title Commitment; and if the Title Company has not issued an endorsement to the Title Commitment removing all of the Unacceptable Exceptions from the Title Commitment within ten days from the date of Seller?s receipt of the Exception Notice, then Buyer shall have the right to terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this subsection 5(c), whereupon then the Deposit exceptions remaining on Schedule B, Section 2 of the Title Commitment which are not liens (excluding, however, the lien of the Existing Mortgage) securing repayment of monetary sums (?Monetary Liens?) shall be returned the ?Permitted Encumbrances?. Seller agrees fully to Purchaser pay all Monetary Liens and neither party shall have any further liability hereunder (except with respect cause all Monetary Liens to Purchaser’s repair be released and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver satisfied of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title record prior to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters completion of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase PriceClosing. (c) For the purposes of this Agreement, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payable, (ii) applicable zoning, building and other laws, regulations and ordinances and any violations or any encroachments thereof,

Condition of Title. (a) At the Settlement DateSettlement, Seller shall convey to Purchaser by special warranty deed good and marketable fee simple title to the Land and title to the other Property by a Xxxx of Sale by an Assignment of Contracts and Warranties. Title to the Land shall further be good and marketable and (i) free and clear of all liens and encumbrancesliens, restrictions, easements, restrictionsencumbrances, rights claims or liens by contractors, subcontractors, mechanics and similar conditionsmaterialmen, excepting leases [except as permitted in 4(c)], tenancies and other title objections except for those listed on Schedule 4(a) attached (the "Permitted Exceptions Exceptions"); and (ii) insurable as defined below) aforesaid at ordinary rates by any reputable title insurance company licensed to do business in the State of Nevada. Title to the Property other than the Land shall be conveyed free of all security interests, debts and matters appearing of public record on the Effective Date, subject to subparagraph 4(b) belowclaims by third parties. (b) During If title to the Feasibility Periodland cannot be conveyed to Purchaser at the time of Settlement in accordance with the requirements of this Agreement, then Purchaser shall have the right to order a option of: (i) taking such title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by the Title Company with regard to the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery as Seller can convey without abatement of the Commitment Purchase Price provided, however, that if there are liens, encumbrances, defects or other objections to Purchasertitle (other than the Permitted Exceptions) which are or have been or reasonably can be reduced to a monetary amount, the Title Company Seller shall pay and discharge same and shall deliver copies thereof to Seller. Purchaser shall further have at Closing all instruments, in recordable form, sufficient to satisfy of record such liens, encumbrances, defects or other objections to title together with the right to order a survey cost of the Property recording or filing said instrument; or (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30ii) days after the Effective Date (the “Title Objection Date”), deliver terminating this Agreement by giving written notice to Seller of any title or survey defectSeller, lien, encumbrance or other matter with respect to in which case the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”), together with complete copies of each of any Survey and Commitment, Deposit and all documents and instruments referred to therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt to cure such Defects to Purchaser’s reasonable satisfaction. Failure by Seller to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit Interest earned thereon shall be returned to Purchaser and whereupon, neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification rights, liabilities or obligations as set forth in Section 14 below)hereunder. If Nothing contained herein shall preclude Purchaser does not timely deliver the Purchaser Noticefrom maintaining an action for specific performance and/or damages against Seller for a breach of this Agreement, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept if title to the Property subject cannot be conveyed by Seller to Buyer at Closing in accordance with the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters requirements of public record on the Effective Date, and all matters that are this Agreement by reason of Seller's affirmative act or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except intentional omission with respect only to Purchaser’s repair and indemnification obligations as those matters set forth in Section 14 below)4(c) below resulting in a failure to comply with any term, or (ii) proceed to Settlement and accept title covenant, condition or provision contained herein relating to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement condition of the Purchase Pricetitle. (c) For Seller warrants that at all times while this Agreement remains in effect, Seller will not, except to the purposes of this Agreementextent specifically set forth herein, “Permitted Exceptions” shall mean (i) liens for real estate taxes and assessments not yet due and payableexecute any easements, covenants, conditions, restrictions, or rights-of-way with respect to the Land; (ii) applicable zoningmortgage or encumber the Land; (iii) enter into any recorded or unrecorded contracts or leases with respect to the Land; (iv) lease more than fifty five apartments contained in the Apartment Complex; (v) execute any lease for an apartment in the Apartment Complex for a term in excess of six months; (vi) seek any zoning changes or other governmental approvals with respect to the Land; or (vii) do, building or voluntarily permit to be done, anything which would adversely affect the condition of title to the Land from and other laws, regulations and ordinances and any violations or any encroachments thereof,after the date of this Agreement through the completion of Settlement.

Condition of Title. (a) At Prior to the Settlement Closing Date, title to the Property Buyer shall be good and marketable and free and clear of all liens and encumbrances, easements, restrictions, rights and similar conditions, excepting Permitted Exceptions (as defined below) and matters appearing of public record on provided with the Effective Date, subject to subparagraph 4(b) below. (b) During the Feasibility Period, Purchaser shall have the right to order a title search to be performed with regard to the Property, and to order a commitment for an owner policy title insurance (the “Commitment”) to be issued by Title Commitment from the Title Company with regard to in the Property, all at Purchaser’s sole cost and expense. Concurrently with its delivery of form required by the Commitment to Purchaser, the Title Company shall deliver copies thereof to Seller. Purchaser shall further have the right to order a survey of the Property (the “Survey”), at its sole cost and expense. Purchaser shall promptly deliver to Seller and the Title Company a copy of the Survey as soon as it is available. Regardless of Purchaser’s election to order or not order any Commitment or Survey, Purchaser shall, no later than the date that is thirty (30) days after the Effective Date (the “Title Objection Date”), deliver written notice to Seller of any title or survey defect, lien, encumbrance or other matter with respect to the Property that is unacceptable to Purchaser, other than Permitted Exceptions (such matters being referred to herein as “Defects” and each being a “Defect”)Commitment, together with complete copies of each of any Survey all exceptions and Commitment, and all documents and instruments referred to requirements listed therein. Purchaser’s election to not order any Commitment or Survey shall not relieve Purchaser of its obligations under this Section 4(b), or any other term or condition set forth herein. If, on or before the Title Objection Date, Purchaser properly gives notice to Seller of one or more Defects as required herein, Seller shall, within Within ten (10) business days after receiving such notice, notify Purchaser whether Seller will or will not attempt the receipt by Buyer of both the Title Commitment and the other items to cure such Defects to Purchaser’s reasonable satisfaction. Failure be delivered by Seller pursuant to deliver such notice shall be deemed Seller’s election not to cure any such Defects. If Seller elects (the terms of Paragraph 7 of this Agreement or is deemed to have elected) not to attempt to cure such Defects, Purchaser shall be entitled, by giving notice (the “Purchaser Notice”) to Seller within five (5) days after receiving such notice from Seller (but in any event prior to the expiration of the Feasibility Period), to terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below). If Purchaser does not timely deliver the Purchaser Notice, such failure shall be deemed a waiver of Purchaser’s right to object to any Defects and Purchaser shall proceed to Settlement and accept title to the Property subject to the uncured Defects (which shall be deemed Permitted Exceptions), the Permitted Exceptions, all matters of public record on the Effective Date, and all matters that are or would be reflected in any Survey, without an abatement of the Purchase Price. If Seller elects in writing as aforesaid to attempt to cure any Defects, Seller shall use commercially reasonable efforts to cure such Defects prior to Settlement. If Seller elects to attempt to cure any Defects, but at the time of Settlement such Defects have not been cured, Purchaser’s sole option and remedy shall be either to (i) terminate this Agreement, whereupon the Deposit shall be returned to Purchaser and neither party shall have any further liability hereunder (except with respect to Purchaser’s repair and indemnification obligations as set forth in Section 14 below), or (ii) proceed to Settlement and accept title to the Property subject to such uncured Defects and all other Permitted Exceptions, without an abatement of the Purchase Price. (c) For the purposes parties execution of this Agreement, “Permitted Exceptions” whichever is later, Buyer shall mean give Seller written notice of (a) Buyer's objections, if any, as to the status of title with respect to the Property as reflected in the Title Commitment and (b) what remedial actions, if any, must be taken by Seller in order to eliminate such objections of Buyer. Within ten (10) days after the receipt by Seller of Buyer's notice, Seller shall either (i) liens for real estate taxes and assessments not yet due and payabletake (or cause others to take) such remedial actions to eliminate Buyer's objections to title prior to the Closing Date, or (ii) applicable zoningterminate this Agreement by written notice to Buyer, building in which event Seller and Buyer shall have only those liabilities and obligations to each other lawswhich are specified in the Commitment. Except for the Schedule B-I requirements, regulations the "standard" Schedule B-II exceptions and ordinances the "gap" exception in Schedule B-II of the Commitment, which shall be deleted by the Title Company at closing, and any violations or any encroachments thereof,subject to issuance by the Title Company of all endorsements requested by the Buyer, pursuant to Buyer's written instructions pursuant to Paragraph 8.B. below, all matters reflected in the Title Commitment with respect to which Buyer does not give Seller notice in accordance with the provisions of this Paragraph shall be deemed to be "Permitted Exceptions."