Common use of Current Evidence of Title Clause in Contracts

Current Evidence of Title. (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment issued by the Title Company to insure title to each parcel or easement listed therein in an amount selected by Buyer in its discretion and not to exceed the Purchase Price, naming Buyer as the proposed insured and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, with Illinois modifications; and. (2) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to the Seller. (B) The Title Commitment shall include the Title Company's requirements for issuing the Title Policy, which shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed to by the Buyer). (C) If any of the following occur, they shall constitute a Title Objection: (1) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2) Any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (a) As soon as is reasonably possible after the Agreement Date, and in no event later than thirty (30) Business Days after the Agreement Date, Seller shall furnish to Purchaser, for each parcel, tract or subdivided land lot of Real Property set forth on Schedule 4.13(a): (i) from Xxxxxxx Title Guaranty Company (the "Title Insurer"): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Real Property and Improvements in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, covering such Real Property, naming Buyer Purchaser as the proposed insured and having the an effective date as set forth thereinafter the Agreement Date, wherein the Title Company will have agreed Insurer shall agree to issue issue, an ALTA 1992 form owner's extended coverage policy of title insurance policy, with Illinois modifications(each a "Title Commitment"); and. (B) complete and legible copies of all documents listed or disclosed in Schedule B to the Title Commitment (the "Title Exception Documents"); and (ii) at Purchaser's cost and expense, a survey of the Real Property made after the Agreement Date by a land surveyor licensed by the State of Arizona and bearing a certificate, signed and sealed by the surveyor, certifying to Seller, Purchaser and the Title Insurer that: (A) such survey was made (1) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1992, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and pursuant to the Seller.Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and (B) such survey reflects the locations of all building lines, easements and areas affected by any Title Exception Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "Survey"); and (iii) The Title Commitment shall include the Title CompanyInsurer's standard requirements for issuing the Title Policyits title policy, which requirements, to the extent applicable to Seller, shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary EncumbrancesLiens, but excluding Encumbrances requirements that will remain after Closing as agreed are to be met solely by the BuyerPurchaser). (Civ) Seller shall pay the premium for a standard form owner's policy. Purchaser shall be responsible for the difference in premium between standard and extended coverage and for other endorsements and any other costs and expenses of such policy of title insurance. (b) If any of the following shall occur, they shall constitute a Title Objection: (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any the Title Commitment that (A) is not one of the Permitted Real Estate Encumbrances; or Liens and (3B) Any current survey discloses any matter that Buyer Purchaser reasonably believes could materially and adversely affect Buyerhave a material adverse effect on Purchaser's material use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; or (iii) any Survey discloses any matter that Purchaser reasonably believes could have a material adverse effect on Purchaser's use and enjoyment of the Real Property described therein; then Buyer Purchaser shall notify Seller in writing ("Purchaser's Notice") of such matters (any such matter of which Purchaser so provides Purchaser's Notice to Seller, a "Title Objection") within 30 days prior thirty (30) Business Days after receiving all of the Title Commitment, Survey and copies of Title Exception Documents for the Real Property covered thereby. Any such matter of which Purchaser fails to provide Purchaser's Notice to Seller within such period shall not constitute a Title Objection and shall be deemed to be acceptable to Purchaser and constitute a Permitted Lien for purposes of this Agreement. (c) Seller shall have ten (10) Business Days after receipt of Purchaser's Notice to notify Purchaser that either (i) Seller has elected to remove any Title Objection(s) from the title and provide Purchaser with evidence reasonably satisfactory to Purchaser of such removal, or provide Purchaser with evidence reasonably satisfactory to Purchaser that said exceptions will be removed on or before the Closing, or (ii) Seller has elected not to remove such Title Objections. Notwithstanding the provisions to the contrary contained in this Section 6.11(c), Seller shall remove all liens, mortgages, deeds of trust or other monetary liens and encumbrances (other than non-delinquent real estate taxes for the current year or special assessments or local improvement district assessments payable in installments which shall be paid or prorated to the Closing Date. Date as provided in Section 3.2) prior to or upon Closing. If Seller gives Purchaser notice under the foregoin g clause (Dii), Purchaser shall have ten (10) Business Days to elect to proceed with the purchase and take the Real Property subject to such Title Objections (which exceptions shall then constitute Permitted Liens), or to terminate this Agreement. If Purchaser shall fail to give Seller written notice of such election within said ten (10) Business Days, Purchaser shall be deemed to have waived any and all such Title Objections. If Seller shall give notice pursuant to the foregoing clause (i), Seller shall use its best commercially reasonable efforts to cure each Title Objection which is the subject of such notice prior to the Closing and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including Commitment. In the payment of money event that Seller shall thereafter fail to cure remove any such Title Objections that from title prior to the Closing Date, and Purchaser is unwilling to take title subject thereto, Purchaser may require elect to terminate this Agreement, and in the event of any such terminat ion, Seller shall be liable for payment or the escrow of funds with the Title Company as may be required by the Title Companyall title cancellation charges. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Purchaser is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer Purchaser in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement Purchaser and shall have no liability or further obligation under constitute a Permitted Lien for purposes of this Agreement. (Ed) Seller shall use its best efforts Nothing herein waives Purchaser's right to comply claim a breach of Section 4.13 or to claim a right to indemnification as provided in Article XI if Purchaser suffers Losses as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (A) Seller shall furnish or have delivered has furnished to Buyer for the Real Estate from Xxxxxxx Title Services (the “Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: Insurer”): (1a) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitment issued by the Title Company Insurer to insure title to each parcel or easement listed therein the Real Property in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in Section 3.2, covering the Real Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA form owner's ’s policy of title insurance policy, with Illinois modifications(the “Title Commitment”); and. and (2b) Copies complete copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller. (B) “Recorded Documents”). The Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements Seller shall be met by Seller as provided in Section 3.03(E) use reasonable efforts to satisfy on or before the Closing Date (including those requirements that must be met by Seller releasing or satisfying monetary EncumbrancesLiens, but excluding Encumbrances Liens that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (C) If any of the following occur, they shall constitute a Title Objection: (1) . The Title Commitment or other evidence of title or search (and the resulting policy) shall delete therefrom the so called “Standard Exceptions” and shall confirm that the policy when issued will include the following special endorsements: ALTA owner’s comprehensive endorsement; access endorsement; creditor’s rights endorsement; ALTA 3.0 zoning endorsement; and owner’s date down endorsement. Within five (5) Business Days after the later of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by date of Buyer’s receipt of the Title Commitment; Commitment and all Recorded Documents, and the Survey, Buyer shall give written notice to Seller specifying all matters shown on the Title Commitment which are disapproved by Buyer (2) Any title exception is disclosed in Schedule B any such item shall be referred to herein as a “Title Objection”); provided, however, Buyer shall not disapprove any matter shown on the Title Commitment that is not one involves a Permitted Lien and Buyer and Seller shall cooperate and shall determine a mutually agreeable course of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior action as to the Closing Date. (D) Seller shall use its best efforts to cure each treatment of any Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyObjection. Any Title Objection that the Title Company Insurer is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, Exceptions shall be deemed to be acceptable to Buyer. In the event If Seller is unable or unwilling to cure a prior to Closing any Title Objection and/or Objections (other than monetary Liens which Seller agrees it shall satisfy prior to Closing), Seller shall so notify Buyer objects to an Insured Exceptionwithin ten (10) Business Days after receipt of notice of Buyer’s Title Objections, in which case Buyer shall have the right option to accept the conveyance of the Real Property with no adjustment to the Purchase Price (in which case all such uncured Title Objections shall be deemed Permitted Liens) or to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than 20 Business Days after the date of this Agreement, Spartan shall furnish to Xxxxxxx, for each parcel, tract or subdivided land lot of Real Property owned in fee by Spartan: (i) from First American Title Insurance Company (the "Title Insurer") at Spartan's expense: 32 (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Land, Improvements, and insurable Appurtenances, if any, in an the amount selected by Buyer in its discretion and not to exceed of the portion of the Purchase PricePrice allocated to the Real Property owned in fee by Spartan covering such Real Property, naming Buyer Xxxxxxx as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance policy, (each a "Title Commitment") together with Illinois modificationsa comprehensive endorsement and a zoning endorsement; and. (2B) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey (the expense of each such survey to be shared equally by Spartan and all deeds or other instruments evidencing that title Xxxxxxx) of the Real Property owned in fee by Spartan made after the date of this Agreement by a land surveyor licensed by the state in which the Facility is vested located and bearing a certificate, signed and sealed by the surveyor, certifying to Xxxxxxx and the Title Insurer that: (A) such survey was made (1) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1992, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) pursuant to the Seller.Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and (B) The such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "Survey"). (b) Each Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) Spartan on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed Closing, Permitted Encumbrances, and those requirements that are to be met solely by the BuyerXxxxxxx). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller Spartan has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or Encumbrances or one that Spartan specifies when delivering the Title Commitment to Xxxxxxx as one that Spartan will cause to be deleted from the Title Commitment concurrently with the Closing, including (3A) Any current survey discloses any matter exceptions that Buyer pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Xxxxxxx reasonably believes could materially and adversely affect Buyer's material Xxxxxxx'x use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; or (iii) any Survey discloses any matter that Xxxxxxx reasonably believes could materially and adversely affect Xxxxxxx'x use and enjoyment of the Real Property described therein; 33 then Buyer Xxxxxxx shall notify Seller Spartan in writing ("Xxxxxxx'x Notice") of such matters within 30 days prior to 10 Business Days after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller Spartan shall use its best efforts Commercially Reasonable Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such or otherwise insure over each Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyObjection. Any Title Objection that the Title Company is willing to eliminate or insure over, over on terms acceptable to Seller Spartan and Buyer, Xxxxxxx is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Commitment or the Survey not objected to by the Buyer Xxxxxxx in the manner aforesaid, aforesaid shall be deemed to be acceptable to BuyerXxxxxxx and shall be treated as Permitted Encumbrances. In the event Seller If Spartan is unable not able to cure a any Title Objection and/or Buyer objects or cause such Title Objection to become an Insured Exception, Buyer and if Xxxxxxx elects to proceed with the Closing, such Title Objection shall be treated as a Permitted Encumbrance and Xxxxxxx shall be deemed to have the right to terminate this Agreement and shall have no liability or further obligation under this Agreementwaived such Title Objection. (Ee) Seller shall use its best efforts Nothing herein waives Xxxxxxx'x right to comply claim a breach of Section 3.7(a) or to claim a right to indemnification as provided in Section 11.2 if Xxxxxxx suffers Damages as a result of a misrepresentation with respect to the requirements condition of Schedule B Section 1 title to the Real Property. To the extent recovery or reimbursement from the Title Insurer is available to Xxxxxxx to cover any Damages, Xxxxxxx will exhaust all reasonably available remedies or causes of action to recover the amount of the claim as may be available from the Title Commitment. At Insurer and will only seek indemnification against Spartan if it fails to obtain such reimbursement or if such reimbursement is insufficient to satisfy the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as claim (and in the latter instance will only seek indemnity for the amount of the Closing (“Post-Closing Schedule B Requirements”such deficiency). Buyer and Seller Nothing herein shall agree on a post-Closing process preclude Xxxxxxx from notifying Spartan of its intent to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied seek indemnification under Article 11. (f) Each warranty deed provided by Spartan in accordance with this Agreement shall contain the agreed upon post-Closing process. Seller property description contained in the applicable survey of such Real Property and shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirementsbe subject to Permitted Encumbrances, easements and restrictions of record, and such state of facts as shown on any Survey. (Fg) Buyer shall have the rightNotwithstanding anything in this Agreement, but not the obligationincluding Exhibit 1(b), to do the contrary, the disclosure and listing of Encumbrances affecting the Real Property as Permitted Encumbrances by Spartan shall not affect in any way Xxxxxxx'x right to identify such surveys on Encumbrances as Title Objections in accordance with this Section 5.11 and exercise its rights under this Section 5.11 and otherwise under the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior Agreement with respect to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (Aa) As soon as is reasonably possible, and in no event later than thirty (30) Business Days after the date of this Agreement, Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DateBuyer, at Xxxxx’s Seller's expense, for each parcel listed in Exhibit 3.5: (i) from Commonwealth Land Title Insurance Company (the following:"Title Policy") (the "Title Insurer"): (1) In the event a Fee Parcel(s) is included in the Purchased Assets title commitment or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein in an Exhibit 3.5, , in the aggregate amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Land , as specified in Part 2.5, covering such Land , naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA form owner's title insurance policy, policy 1992 (ID-17-92) with Illinois modificationsFlorida modifications (collectively the "Title Commitment"); and. (2) Copies copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller"Recorded Documents"). (Bb) The Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Land described therein; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements Land described therein; then Buyer shall notify Seller in writing ("Buyer's Notice") of such matters within 30 [ten (10)] business days prior to after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller shall use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ee) Nothing herein waives Buyer's right to claim a breach of Section 3.9(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Material Damages as a result of a misrepresentation with respect to the condition of title to the Land. (f) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”)Closing. Seller and Buyer and Seller shall agree on a post-Closing process to satisfy these requirementsrequirements (the "Post-Closing Schedule B Requirements"). Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer process shall be at the sole cost and expense of identified by Seller in writing to Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DatePurchaser shall, at XxxxxPurchaser’s sole cost and expense, obtain with respect to the following:Owned Real Property, the Leased Real Property, and all Easements (collectively, the “Insurable Real Property”): (1i) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Insurable Real Property, subject only to Permitted Encumbrances, (A) on the most current ALTA form available in the state of Mississippi, (B) in the name of Purchaser, (C) in an amount selected specified by Buyer in its discretion and Purchaser, but not to exceed the Purchase PricePrice (the “Title Policy Amount”), naming Buyer as and (D) including the proposed insured and having the effective date as endorsements set forth thereinon Schedule 6.2 and such other endorsements as Purchaser may reasonably require (the “Title Commitment”), wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, with Illinois modifications; and. (2) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to the Seller. (B) The which Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances and providing any gap indemnity that will remain after Closing as agreed to may be required by the BuyerTitle Insurer); (ii) complete and legible copies of all documents listed on Schedule B to such Title Commitments (the “Recorded Documents”); and (iii) as-built surveys of the Insurable Real Property made after the Effective Date by a land surveyor licensed by the state of Mississippi and bearing a certificate, signed and sealed by the surveyor, certifying to Purchaser and the Title Insurer that such survey (A) was made in accordance with “2016 Minimum Standard Requirements for ALTA/NSPS Land/Title Surveys” and includes items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11, and 13-20 of Table A thereof, (B) was made pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an “Urban” survey, and (C) reflects the locations of all building lines, easements, and areas affected by any Recorded Documents affecting such Insurable Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the Effective Date), as well as any encroachment onto the Insurable Real Property or by the improvements onto any easement area or adjoining property (each a “Survey”). (Cb) If any of the following occurshall occur (each, they shall constitute a “Title Objection:”): (1i) The the Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party Person other than Seller has title to the insured estate covered by the Title CommitmentInsurable Real Property; (2ii) Any the Title Commitment discloses any title exception is disclosed in Schedule B to any Title Commitment that is not one of the a Permitted Real Estate EncumbrancesEncumbrance; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; is not a Permitted Encumbrance, then Buyer shall Purchaser may notify Seller in writing of such matters within 30 no later than one hundred eighty (180) days after the Effective Date (the “Title Objection Period”). Any matter expressly disclosed in the Title Commitment and Surveys that Purchaser does not object to prior to the Closing Dateexpiration of the Title Objection Period, shall, as to the portions of the Insurable Real Property shown to be affected thereby, be considered a “Permitted Encumbrance”. (Dc) Seller shall use cure, at its best efforts to cure cost and expense, each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including Commitment; provided, however, that in no event shall Seller be obligated under this Section 6.6(c) to pay in excess of Ten Million Dollars ($10,000,000) in the payment of money aggregate as to cure any all such Title Objections that may require (the “Title Cure Cap”). (d) Nothing herein waives Purchaser’s right to claim a breach of any representations or warranties contained herein or to claim a right to indemnification as provided herein if Purchaser suffers Losses as a result of a misrepresentation with respect to the condition of title to the Insurable Real Property. (e) Without limiting the obligations of Seller pursuant to Section 6.6(c), if any Title Objection is not timely cured (including if Seller has not cured such payment or the escrow of funds with Title Objection due to the Title Company as may be required by the Title Company. Any Cure Cap), in a manner reasonably satisfactory to Purchaser, within ninety (90) days after Seller’s receipt of such Title Objection that the Title Company is willing to insure overfrom Purchaser, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right then Purchaser may elect either to terminate this Agreement or to waive such Title Objection and shall have no liability or further obligation under this Agreement. (E) accept such title as such Seller shall use its best efforts is able to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closingconvey, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified without reduction in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois lawPurchase Price.

Current Evidence of Title. (Aa) Seller As soon as is reasonably possible, the parties shall furnish or have delivered cause to Buyer from the Title Company within 30 days after the Effective Datebe furnished to Buyer, at Xxxxx’s Sellers' expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment preliminary title reports issued by the Title Company to insure title to for each parcel or easement listed therein in an amount selected by Buyer in its discretion of the leasehold estates under the Assigned Leases and not to exceed for the Purchase PricePurchased Real Property, naming Buyer as the proposed insured together with complete and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, with Illinois modifications; and. (2) Copies legible copies of all recorded documents listed appearing as special Schedule B-2 exceptions thereunder thereon. As soon as reasonably possible, Sellers shall cause to be furnished to Buyer, at Sellers' expense, (i) true and complete copies of all deeds or other instruments evidencing that policies of title is vested in and insurance previously obtained by the applicable Seller with respect to the Assigned Leases, the Leased Real Property, the Purchased Real Property or any portion thereof, which are in Seller's Possession, and (ii) true and complete copies of all boundary, land or ALTA surveys, if any, of the Purchased Real Property or the Leased Real Property, or any portion thereof, in Seller's Possession. (A) Buyer shall have the right, but not the obligation, at Buyer's sole cost and expense, to cause to be furnished to the Title Company a current survey of all or any portion of the Leased Real Property and the Purchased Real Property, or a current update of a pre-existing survey. (B) The Title Commitment shall include the Title Company's requirements for issuing the Title Policy, which shall be met by Seller as provided in Section 3.03(E) on On or before the Closing Date Due Diligence Deadline, Buyer shall deliver to Sellers a written notice setting forth its objections, if any, to the exceptions to title reflected therein or in the updated surveys (including those requirements the "Disapproved Exceptions"). At or prior to Closing, Sellers shall cause the removal of all voluntary monetary liens, all involuntary monetary liens which exist to Seller's Knowledge as of the date hereof and all other involuntary monetary liens having a face amount of less than $1,000,000 individually, provided that must Seller shall only be met obligated to discharge such voluntary and involuntary liens to the extent attributable to an act or omission of the applicable Seller or persons claiming under or through such Seller (as distinct from such Seller's lessor or master lessor, as applicable), and provided further that Seller shall not be obligated to discharge the liens of real property taxes and assessments that are not yet delinquent, such taxes being prorated pursuant to this Agreement. Sellers shall make Reasonable Best Efforts to remove all other Disapproved Exceptions that are reasonably disapproved by releasing or satisfying monetary EncumbrancesBuyer, but excluding Encumbrances that will remain after Closing as agreed Seller shall not be required to incur any substantial costs or to institute litigation in connection therewith. Such removal may be by the Buyer). (C) If any way of deletion of the following occur, they shall constitute a Title Objection: (1) The Title Commitment exception or other evidence of title or search of by endorsement over the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2) Any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company (and may be accomplished by the Sellers by bonding) in form and substance satisfactory to eliminate each Title Objection as an Buyer. If any new exception shall appear in any supplement to the Title Commitment including Documents and if such new exception existed prior to the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with date hereof but was not disclosed in the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure overDocuments, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, then Buyer shall have the right to terminate this Agreement object in writing to such exception within five (5) Business Days after Buyer's receipt of such supplement, and such exception shall thereafter be a Disapproved Exception. If such new exception did not exist prior to the date hereof, then Sellers shall promptly (but not later than Closing) remove such exception to Buyer's satisfaction subject to the limitations set forth above on Sellers' removal obligations respecting involuntary monetary liens, and provided Sellers shall have no liability obligation to remove new exceptions caused by the acts or further obligation under omissions of Buyer or its Representatives. If Sellers fail to cause the removal of any exception which Sellers are obligated by this Agreementparagraph to remove, then Buyer's election to close shall not constitute a waiver of Buyer's rights hereunder, which shall survive Closing. (EC) Seller As contemplated by Section 7.7, it shall use its best efforts be a condition to comply with Buyer's obligation to close that Title Company be unconditionally committed at Closing, subject only to the requirements of Schedule B Section 1 payment of the Title Commitment. At the Closingapplicable premium, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as to issue policies of title insurance with respect to each of the Closing Assigned Leases and the Purchased Real Property in amounts reasonably acceptable to Buyer and the Title Company (“Post-Closing Schedule B Requirements”but in no event shall the aggregate amount exceed the Purchase Price), naming Buyer as insured and, if requested, Buyer's lender as insured, and containing no exceptions other than those which Buyer has approved in writing pursuant to Section 5.9(a). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify The Title Policies for the Assigned Leases naming Buyer as insured shall be the ALTA Extended Coverage Leasehold Owner's Policy of Title Insurance—1970 Form and the Title Policies for the Assigned Leases naming Buyer's lender as insured shall be the ALTA Extended Coverage Leasehold Lender's Policy of Title Insurance—1970 Form, if and so long as Buyer obtains Title Company's written commitment prior to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing processDue Diligence Deadline to issue such forms, otherwise Buyer shall accept the corresponding current ALTA form policies. Seller The Title Policies for the Purchased Real Property naming Buyer as insured shall cooperate with be the ALTA Extended Coverage Owner's Policy of Title Insurance—1970 Form and the Title Policies for the Purchased Real Property naming Buyer's lender as insured shall be the ALTA Extended Coverage Lender's Policy of Title Insurance—1970 Form if and so long as Buyer in satisfying obtains Title Company's written commitment prior to the Post-Closing Schedule B Requirements.Due Diligence Deadline to issue such forms, otherwise Buyer shall accept the corresponding current ALTA form policies (Fb) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be conduct complete and current searches, at the Buyer's sole cost and expense expense, in the name of each Seller and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which the applicable Seller is organized, the state in which such Seller maintains its principal place of business, each jurisdiction in which a filing would be required in order to perfect a security interest in the Purchased Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Assigned Lease is located and wherever else a Seller or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed. Prior to Closing, Seller shall deliver to Buyer releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of intangible personal property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (Gc) If Buyer desires to have any standard survey exceptions deleted On or modified in before the Title PolicyDue Diligence Deadline, Buyer shall deliver to Seller’s attorneysSeller a written notice setting forth its objections, no later than 30 days prior if any, to the Closing Date, properly certified and current original surveys physical condition of the specified Fee Parcels and/or Easements Leased Real Property and the Purchased Real Property. Seller shall use Reasonable Best Efforts to cure each such objection to Buyer's reasonable satisfaction on or before the Closing Deadline; provided however, that comply Sellers shall not be required to spend more than $25,000 to cure any individual objection, or $500,000 in the aggregate to cure all such objections. (d) Nothing herein waives Buyer's right to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of any breach by any Seller of any express representation by such Seller set forth in this Agreement with Illinois lawrespect to the condition of title to the Leased Real Property and the Purchased Real Property.

Current Evidence of Title. (Aa) Seller As soon as is reasonably possible, the parties shall furnish or have delivered cause to Buyer from the Title Company within 30 days after the Effective Datebe furnished to Buyer, at Xxxxx’s Target's expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment preliminary title reports issued by the Title Company to insure title to for each parcel or easement listed therein in an amount selected by Buyer in its discretion of the leasehold estates under the Target Leases, together with complete and not to exceed the Purchase Price, naming Buyer as the proposed insured and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, with Illinois modifications; and. (2) Copies legible copies of all recorded documents listed appearing as special Schedule B-2 exceptions thereunder thereon (the "Title Documents"). As soon as reasonably possible, Target shall cause to be furnished to Buyer, at Target's expense, (i) true and complete copies of all deeds or other instruments evidencing that policies of title is vested in and insurance previously obtained by Target with respect to the SellerTarget Leases, the Real Property or any portion thereof, which are in Target's Possession, and (ii) true and complete copies of all boundary, land or ALTA surveys, if any, of the Real Property or any portion thereof, in Target's Possession. (A) Buyer shall have the right, but not the obligation, at Buyer's sole cost and expense, to cause to be furnished to the Title Company a current survey of all or any portion of the Real Property or a current update of a pre-existing survey. (B) The Title Commitment shall include the Title Company's requirements for issuing the Title Policy, which shall be met by Seller as provided in Section 3.03(E) on On or before the Closing Date Due Diligence Deadline, Buyer shall deliver to Target written notice setting forth its objections, if any, to the exceptions to title reflected therein or in the updated surveys (including those requirements the "Disapproved Exceptions"). At or prior to Closing, Target shall cause the removal of all voluntary monetary liens, all involuntary monetary liens which exist to Target's Knowledge as of the date hereof and all other involuntary monetary liens having a face amount of less than $1,000,000 individually, provided that must Target shall only be met obligated to discharge such voluntary and involuntary liens to the extent attributable to an act or omission of Target or persons claiming under or through Target (as distinct from Target's lessor or master lessor, as applicable), and provided further that Target shall not be obligated to discharge the liens of real property taxes and assessments that are not yet delinquent, such taxes being prorated pursuant to this Agreement. Target shall make Reasonable Best Efforts to remove all other Disapproved Exceptions that are reasonably disapproved by releasing or satisfying monetary EncumbrancesBuyer, but excluding Encumbrances that will remain after Closing as agreed Target shall not be required to incur any substantial costs or to institute litigation in connection therewith. Such removal may be by the Buyer). (C) If any way of deletion of the following occur, they shall constitute a Title Objection: (1) The Title Commitment exception or other evidence of title or search of by endorsement over the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2) Any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company (and may be accomplished by Target by bonding) in form and substance satisfactory to eliminate each Title Objection as an Buyer. If any new exception shall appear in any supplement to the Title Commitment including Documents and if such new exception existed prior to the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with date hereof but was not disclosed in the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure overDocuments, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, then Buyer shall have the right to terminate this Agreement object in writing to such exception within five (5) Business Days after Buyer's receipt of such supplement, and such exception shall thereafter be a Disapproved Exception. If such new exception did not exist prior to the date hereof, then Target shall promptly (but not later than Closing) remove such exception to Buyer's satisfaction subject to the limitations set forth above on Target's removal obligations respecting involuntary monetary liens, and provided Target shall have no liability obligation to remove new exceptions caused by the acts or further obligation under omissions of Buyer or its Representatives. If Target fail to cause the removal of any exception which Target is obligated by this Agreementparagraph to remove, then Buyer's election to close shall not constitute a waiver of Buyer's rights hereunder, which shall survive Closing. (EC) Seller As contemplated by Section 7.7, it shall use its best efforts be a condition to comply with Buyer's obligation to close that Title Company be unconditionally committed at Closing, subject only to the requirements of Schedule B Section 1 payment of the applicable premium, to issue policies of title insurance (the "Title Commitment. At Policies") with respect to Target Leases in amounts reasonably acceptable to Buyer and the ClosingTitle Company (but in no event shall the aggregate amount exceed the Merger Consideration), Seller shall identify any Schedule B naming Buyer as insured and, if requested, Buyer's lender as insured, and containing no exceptions other than those which Buyer has approved in writing pursuant to Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”5.9(a). The Title Policies for the Target Leases naming Surviving LLC as insured shall be the ALTA Extended Coverage Leasehold Owner's Policy of Title Insurance—1970 Form and the Title Policies for the Target Leases naming Surviving LLC's lender as insured shall be the ALTA Extended Coverage Leasehold Lender's Policy of Title Insurance—1970 Form, if and so long as Buyer and Seller obtains Title Company's written commitment prior to the Due Diligence Deadline to issue such forms, otherwise Buyer shall agree on accept the corresponding current ALTA form policies. If coverage equivalent to new Title Policies can be obtained with endorsements to the existing Title Policies, if any, previously issued to Target respecting the Target Leases, the term Title Policies shall be deemed to be a post-Closing process reference to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirementssuch endorsement. (Fb) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be conduct complete and current searches, at the Buyer's sole cost and expense expense, in the name of Target and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the state in which Target is organized, the state in which Target maintains its principal place of business, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Target Lease is located and wherever else Target or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement has been filed. Prior to Closing, Target shall deliver to Buyer releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of intangible personal property, Tangible Personal Property and fixtures comprising a part of the Assets are free and clear of Encumbrances, other than as permitted under this Agreement. (Gc) If Buyer desires to have any standard survey exceptions deleted On or modified in before the Title PolicyDue Diligence Deadline, Buyer shall deliver to Seller’s attorneysTarget a written notice setting forth its objections, no later than 30 days prior if any, to the Closing Date, properly certified and current original surveys physical condition of the specified Fee Parcels and/or Easements Real Property. Target shall use Reasonable Best Efforts to cure each such objection to Buyer's reasonable satisfaction on or before the Closing Deadline; provided however, that comply Target shall not be required to spend more than $25,000 to cure any individual objection, or $500,000 in the aggregate to cure all such objections. (d) Nothing herein waives Buyer's right to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of any breach by Target of any express representation by Target set forth in this Agreement with Illinois lawrespect to the condition of title to the Real Property.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered Prior to Buyer from the Title Company within 30 days after the Effective Execution Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment obtained title commitments issued by the Title Company to insure title to each parcel or easement listed therein in an amount selected by Buyer in its discretion and not to exceed for all of the Purchase PriceReal Property, naming Buyer as the proposed insured and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, together with Illinois modifications; and. (2) Copies complete copies of all recorded documents listed appearing as special Schedule B-2 B exceptions thereunder thereto (each of the foregoing title commitments being referred to herein as a "Title Commitment" and all deeds or other instruments evidencing that title is vested in and to collectively, the Seller. (B) The "Title Commitment shall include the Title Company's requirements for issuing the Title Policy, which shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed to by the BuyerCommitments"). (C) If any of the following occur, they shall constitute a Title Objection: (1) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2) Any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, at Buyer's sole cost and expense, to do cause to be furnished to the Title Company one or more surveys of some or all of the Real Property. Buyer shall order all such surveys on within 5 calendar days of the Fee Parcels and/or Easements Execution Date; it being understand that Seller shall be responsible for ordering the Retail Center Surveys as provided in Section 5.16 hereof. On or before the sixth day after the Execution Date, Buyer desiresshall notify Seller of any parcels of the Real Property for which Buyer has elected not to obtain a survey. Surveys procured by Buyer shall have until the later of (i) the Due Diligence Deadline or (ii) five Business Days after the receipt of the last Title Commitment or updated survey for any of the Real Property ("Title Period") to complete, review and revise to the satisfaction of Buyer those surveys which it has elected to obtain. Notwithstanding the foregoing, in no event shall the duration of the Title Period be more than fifty (50) calendar days from the Execution Date. (2) On or prior to the final day of the Title Period, Buyer may deliver to Seller one or more written notices ("Disapproved Matters Notice") identifying with specificity the matters set forth in the Title Commitments, the existing surveys and any new surveys of the Real Property which Buyer disapproves (the "Disapproved Matters"). If Buyer does not deliver a Disapproved Matters Notice to Seller within the Title Period, then Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires irrevocably deemed to have any standard waived (i) all title and survey exceptions deleted or modified matters set forth in the Title PolicyCommitments, the existing surveys and any new surveys and (ii) any right to terminate this Agreement pursuant to this Section 5.9. Buyer shall deliver to Seller’s attorneys, no later than 30 days prior not unreasonably disapprove any of such foregoing matters. Notwithstanding anything to the Closing Datecontrary contained herein, properly certified Seller shall (a) make Commercially Reasonable Efforts to remove all Disapproved Matters that are reasonably disapproved by Buyer; (b) cause the removal of all voluntary and current original surveys involuntary monetary liens; (c) furnish to the Title Company with respect to all of the Real Property (not just Royal Park) evidence, affidavits, resolutions, certificates, approvals and satisfactions of the type specified Fee Parcels and/or Easements that comply with Illinois law.for the Royal Park Property in paragraphs 3, 4(a) and 5 of Schedule B-1 of the Title Commitment issued February 23, 2005 having the Title Company's File No. NCS-145506-B (Royal Park); and (d) unless the Cinema 4 Lease is an Excluded Asset at the time of Closing, deliver an

Current Evidence of Title. (a) As soon as is reasonably practicable after the date of this Agreement, Sellers shall cause to be prepared and delivered to Buyer for each parcel, tract or subdivided land lot of Real Property that is listed in Section 3.6 of the Seller Disclosure Letter: (i) from a nationally (or regionally recognized in the State of Georgia) recognized title insurance company mutually agreeable to Buyer and Sellers (the “Title Insurer”): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Land, Improvements, and insurable Appurtenances, if any, in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to such Real Property, as specified in Exhibit 2.7, covering such Real Property (but in no event, less than the value of any mortgage to be granted by Buyer), naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's ’s policy of title insurance policy, with Illinois modificationsinsuring Buyer that the fee title to such Real Property is vested in Buyer subject only to the Permitted Real Estate Encumbrances (each a “Title Commitment”); and. (2B) Copies complete and legible copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds B-1 matters to be terminated or other instruments evidencing that title is vested satisfied in and order to issue the policy described in the Title Commitment (the “Recorded Documents”); and (ii) a survey of such Real Property reasonably satisfactory to the Seller.Title Insurer and any lender to Buyer made after the date of this Agreement by a land surveyor licensed by the state in which the Facility is located and bearing a certificate, signed and sealed by the surveyor and reflecting the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto such Real Property or by the Improvements onto any easement area or adjoining property (each a “Survey”); (Bb) The Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) Sellers on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Permitted Real Estate Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has Sellers have title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Sellers specify when delivering the Title Commitment to Buyer as one that Sellers will cause to be deleted from the Title Commitment concurrently with the Closing, including any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability; or (3iii) Any current survey any Survey discloses any encroachment or any matter reasonably objected to by Buyer’s lenders or the Title Insurer or any matter that Buyer reasonably believes could materially and adversely affect Buyer's material ’s use and enjoyment of the Fee Parcels and/or Easements such Real Property described therein; then Buyer shall notify each Seller in writing (“Buyer’s Notice”) of such matters within 30 ten (10) business days prior to after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller Sellers shall use its best efforts Commercially Reasonable Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller Sellers and Buyer, Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ee) Seller shall use its best efforts Nothing herein waives Buyer’s right to comply claim a breach of Section 3.8(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of a misrepresentation with respect to the requirements condition of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process title to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirementssuch Real Property. (Ff) Buyer shall have The cost of the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer title insurance (including premiums) shall be at the sole cost and expense of borne solely by Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (Aa) Seller As soon as is reasonably possible, and in no event later than twenty (20) Business Days after the date of this Agreement, Buyer shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DateSeller, at Xxxxx’s Buyer's expense, for that tract of land constituting the following: (1) In the event Mexican Facility a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment issued by the Title Company to insure title to each parcel or easement listed therein in an amount selected by Buyer in its discretion and not to exceed the Purchase Price, naming Buyer as the proposed insured and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's commitment for title insurance policy, with Illinois modifications; and. (2“Title Commitment”) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that from a reputable title is vested in and to the Seller. (B) insurance company chosen by Buyer. The Title Commitment shall include the Title Company's such title insurer’s requirements for issuing the Title Policy, its title policy which shall requirements must be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances), but excluding Encumbrances those requirements that will remain after Closing as agreed are to be met solely by the Buyer). (Cb) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection: ”): (1i) The the Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller Subsidiary has title to the insured estate covered by the Title Commitment; ; or (2ii) Any any title exception is disclosed in Schedule B to any the Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; , then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best commercially reasonable efforts to (a) cure each Title Objection and (b) take all steps reasonably required by the Title Company Insurer or surveyor, as the case may be, to eliminate each Title Objection as an exception to the Title Commitment including or survey, as applicable; provided that, if such Title Objection can be cured solely by the payment of money to money, Seller shall pay such sum and cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyObjection. Any Title Objection that the Title Company such title company is willing to insure over, over on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall will be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or acceptable to Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that canneed not be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirementscured by Seller. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered Unless previously provided to Buyer from the Title Company within 30 days by Seller, no later than ten (10) Business Days after the Effective Datedate of this Agreement, Buyer shall obtain (at Xxxxx’s Buyer's expense), for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property: (i) from Fidelity National Title Insurance Company (the following:"Title Insurer"): (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title (at regular rates) good and marketable to each parcel or easement listed therein all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in Part 2.5, covering such Real Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance policy, with Illinois modifications(each a "Title Commitment"); and. (2) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey of the Real Property as required by Buyer ("Survey"); and (iii) complete and all deeds or other instruments evidencing that title is vested in and to the Sellercurrent Uniform Commercial Code searches. (Bb) The Each Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Real Property described therein; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; then Buyer shall notify Seller in writing ("Buyer's Notice") of such matters within 30 days prior to ten (10) Business Days after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller shall use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ee) Seller shall use its best efforts Nothing herein waives Buyer's right to comply claim a breach of Section 3.9(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (a) As soon as is reasonably possible, and in no event later than thirty business days after the date of this Agreement, Hampton shall furnish to Stonehaven, at Stonehaven’s expense, for each parcel, tract or subdivided land lot comprising the Real Property: (i) from Commonwealth Land Title Insurance Co. (the “Title Insurer”): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitment issued by the Title Company Insurer to insure title to each parcel or easement listed therein all land, improvements and insurable appurtenances, if any, in an amount selected reasonably determined by Buyer in its discretion and not to exceed Hampton, covering the Purchase PriceReal Property, naming Buyer Paragon as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer agrees to issue an ALTA 1992 form owner's ’s policy of title insurance policy, with Illinois modifications(the “Title Commitment”); and. (2B) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller.“Recorded Documents”); and (Bb) The Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) Hampton on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed to by the Buyer)Date. (Cc) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller Hampton has title to the insured estate covered by the Title Commitment;; or (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one related to any of the Permitted Real Estate Encumbrances; or Encumbrances or one that Hampton specifies when delivering the Title Commitment to Stonehaven as one that Hampton will cause to be deleted from the Title Commitment concurrently with the Closing, including (3A) Any current survey discloses any matter exceptions that Buyer pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Stonehaven reasonably believes could materially and adversely affect Buyer's material Stonehaven’s use and enjoyment of the Fee Parcels and/or Easements described thereinReal Property; then Buyer Stonehaven shall notify Seller Hampton in writing (“Stonehaven’s Notice”) of such matters within 30 ten (10) business days prior to after receiving the Closing DateTitle Commitment and copies of Recorded Documents. (Dd) Seller Hampton shall use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller Hampton and Buyer, Stonehaven is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer Stonehaven in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this AgreementStonehaven. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. (a) As soon as is reasonably possible, Sellers shall furnish to Buyer for each parcel, tract or subdivided land lot of Owned Property: (i) from Xxxxxxx Title Company and its Affiliates (the “Title Insurer”): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title insurance policy commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Owned Property in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Owned Property, as specified in the Allocation Schedule, covering such Owned Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 (or, in the case of Owned Property located in Texas, a TLTA) form owner's ’s policy of title insurance policy, with Illinois modifications(each a “Title Commitment”); and. (2B) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the “Recorded Documents”); and (ii) a survey of the Owned Property made after the date of this Agreement by a land surveyor licensed by the state in which the Owned Property is located and all deeds or other instruments evidencing that title is vested bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and ACSM in 1999, and includes Items 1 (unless the inclusion of such item for a survey plat would cause a necessity to replat the Seller.property with the appropriate governmental authorities), 2-4, 6, 7(a), 7(b)(1), 7(c), 8-11(a) and 13 of Table A thereof; and (B) The such survey reflects the locations of all building lines, easements and areas affected by any recorded documents affecting such Owned Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Owned Property or by the Improvements onto any easement area or adjoining property (each a “Survey”); and (iii) complete and current searches in the name of Sellers and other appropriate parties of all Uniform Commercial Code Financing Statements records maintained by the Secretary of State of the states in which any Seller is incorporated, the state in which any Seller maintains its principal place of business, each state in which a Facility is located, each jurisdiction in which a filing would be required in order to perfect a security interest in the Assets, the clerk or recorder of deeds (or other governmental office where real property documents are filed for recording) of each county in which any Facility is located and wherever else Sellers or Buyer, based upon its investigation, is aware that a Uniform Commercial Code Financing Statement relating to any of the Assets has been filed, together with such releases, termination statements and other documents as may be necessary to provide reasonable evidence that all items of intangible personal property, Tangible Personal Property and fixtures to be sold under this Agreement are free and clear of Encumbrances, other than as permitted under this Agreement. (b) Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) Sellers on or before the date of Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Sellers specify when delivering the Title Commitment to Buyer as one that Sellers will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer’s use and enjoyment of the Owned Property described therein in the manner in which such Owned Property was used and enjoyed in the conduct of the Business prior to Closing; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material ’s use and enjoyment of the Fee Parcels and/or Easements Owned Property described therein; therein in the manner in which such Owned Property was used and enjoyed in the conduct of the Business prior to Closing, then Buyer shall notify Seller Parent in writing (“Buyer’s Notice”) of such matters within 30 ten (10) business days prior to after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller Sellers shall use its best commercially reasonable efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller Sellers and Buyer, Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In Notwithstanding the event Seller is unable foregoing, Sellers may notify Buyer in writing that Sellers are not prepared to undertake efforts to cure a any or all such Title Objection and/or Buyer objects to an Insured ExceptionObjections as are specified in such notice, in which case Buyer shall have the right be entitled to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Epursuant to Section 9.2(f) Seller shall use its best efforts by written notice thereof to comply with the requirements of Schedule B Section 1 Sellers delivered within five Business Days of the date of its receipt of Sellers’ notice, whereupon this Agreement shall terminate without further liability to Sellers or Buyer. If Buyer does not elect to terminate this Agreement within such period, then all such uncured Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer Objections shall be at the sole cost and expense of deemed to be acceptable to Buyer. (Ge) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to pay all premiums due under the Closing Date, properly certified and current original surveys of title policies contemplated by this Section 6.4. Sellers shall pay for the specified Fee Parcels and/or Easements that comply with Illinois lawSurveys.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered has furnished to Buyer from the Title Company within 30 days after the Effective DateBuyer, at Xxxxx’s Seller's expense, the following:, (1i) In from Commonwealth Land Title Insurance Company (the event a Fee Parcel(s"Title Policy") is included in (the Purchased Assets or Buyer requests to insure an Easement(s), a "Title Commitment issued by the Title Company to insure title to each parcel or easement listed therein in an amount selected by Buyer in its discretion and not to exceed the Purchase Price, naming Buyer as the proposed insured and having the effective date as set forth therein, wherein the Title Company will have agreed to issue an ALTA form owner's title insurance policy, with Illinois modifications; and.Insurer"): (2) Copies copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller"Recorded Documents"). (Bb) The Title Commitment shall include includes the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed to by the Buyer and those requirements that are to be met solely by Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Land described therein; or (3iii) Any current any survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements Land described therein; then Buyer shall notify Seller in writing ("Buyer's Notice") of such matters within 30 days prior by December 31, 2002. Notwithstanding the foregoing, the surveys referenced in (iii) of the previous sentence will be obtained after the Closing pursuant to Section 10.9 and the Buyer shall, upon obtaining such survey and for a reasonable time thereafter, have the right to object to any matter to which it could have objected to under said part (iii) by delivering a written notice to the Closing DateSeller and such matter shall be a Title Objection as set forth above. (Dd) Seller shall use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including Commitment. In the payment of money event that the Title Objection arises after the Closing, then the Seller shall use its Best Efforts to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be Objection and take all steps required by the Title CompanyInsurer to amend the title policy previously issued as required herein to eliminate such Title Objection. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ee) Nothing herein waives Buyer's right to claim a breach of Section 3.9(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers material Damages as a result of a misrepresentation with respect to the condition of title to the Land. (f) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”)Closing. Seller and Buyer and Seller shall agree on a post-Closing process to satisfy these requirementsrequirements (the "Post-Closing Schedule B Requirements"). Seller shall indemnify the Buyer as to all Post-Closing Schedule B Requirements requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.

Current Evidence of Title. As soon as is reasonably possible, and in no event later than ten (A10) Seller Business Days after the date of this Agreement, RRM shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DateCompany, at XxxxxRRM’s expense, for the following:Real Property from (the “Title Insurer”): (1i) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all land, improvements, insurable appurtenances, if any, in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in Section 3.1, covering the Real Property, naming Buyer the Company as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 2006 form owner's ’s policy of title insurance policy, with Illinois modifications(each a “Title Commitment”); and. (2ii) Copies complete and legible copies of all recorded and unrecorded documents listed as special Schedule B-2 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller.“Recorded Documents”); and (Ba) The Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) RRM on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the BuyerCompany). (Cb) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller RRM has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or Encumbrances or one that the Company objects to hereunder, including (3A) Any current survey discloses any matter exceptions that Buyer pertain to Encumbrances securing any loans that do not constitute an assumed liability and (B) any exceptions that the Company reasonably believes could materially and adversely affect Buyer's material the Company’s use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; or (iii) any Survey obtained at the Company’s expense discloses any matter that the Company reasonably believes could materially and adversely affect the Company’s use and enjoyment of the Real Property described therein; then Buyer the Company shall notify Seller RRM in writing (“Company’s Notice”) of such matters within 30 ten (10) Business Days after receiving all of the Title Commitment, Survey, and copies of Recorded Documents for the Real Property. In the event that the Title Insurer amends or updates a Title Commitment after the Company’s delivery of Company’s Notice to RRM (each, a “Title Commitment Update”), the Company shall furnish RRM with a written statement of Title Objections to any matter first raised in a Title Commitment Update within ten (10) days after its receipt of such Title Commitment Update. After the date of this Agreement, RRM shall not execute any deed, easement, agreement, restriction, commitment, covenant or otherwise create, place, grant, convey, allow, modify, alter or change any matter or agreement affecting title of the Seller Properties, unless Seller obtains the prior written consent of the Purchaser. If any new title exceptions to the Title Commitments (“New Defects”) arise during the period between the date of this Agreement and the Closing Date, RRM shall immediately notify the Purchaser of such New Defects in writing and provide any and all documentation related thereto. Parent and/or the Company may notify RRM in writing of any objections to the New Defects within ten (10) days of receipt of notice of the New Defects and documentation relating thereto (“New Defects Objection”). (Dc) Seller RRM shall use its best efforts to cure each Title Objection and New Defects Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection and New Defects Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that title exception, New Defect (so long as the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception has been notified of the same) or matters disclosed by any survey and the Survey not objected to by the Buyer Company in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyerthe Company. In the event Seller If RRM is unable to cure a the Title Objection and/or Buyer objects and so provides written notice to an Insured Exceptionthe Company within ten (10) days of receipt of the Company’s Notice, Buyer the Company shall have the right to either waive the Title Objection and proceed to Closing, or to terminate this Agreement and Agreement. In the event RRM does not provide written notice to the Company within ten (10) days of receipt of the Company’s Notice of those Title Objections that it is unable to cure, then RRM shall be deemed to have no liability or further obligation under this Agreementagreed to cure such Title Objections. All matters indicated on any title commitment obtained by RRM to which Parent and/or the Company does not object in writing shall be deemed “Permitted Encumbrances”. (Ed) Seller shall use its best efforts Nothing herein waives the Company’s right to comply claim a breach of Section 4.8 or to claim a right to indemnification as provided in Article XI if the Company suffers damages as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered Unless previously provided to Buyer from the Title Company within 30 days by Seller, no later than ten (10) Business Days after the Effective Datedate of this Agreement, Buyer shall obtain (at Xxxxx’s Buyer's expense), for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property: (i) from Fidelity National Title Insurance Company (the following:"Title Insurer"): (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title (at regular rates) good and marketable to each parcel or easement listed therein all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in Part 2.5, covering such Real Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance policy, with Illinois modifications(each a "Title Commitment"); and. (2) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey of the Real Property as required by Buyer ("Survey"); and (iii) complete and all deeds or other instruments evidencing that title is vested in and to the Sellercurrent Uniform Commercial Code searches. (Bb) The Each Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Real Property described therein; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; then Buyer shall notify Seller in writing ("Buyer's Notice") of such matters within 30 days prior to ten (10) Business Days after receiving all of the Closing DateTitle Commitment, Survey and copies of Recorded Documents for the Facility covered thereby. (Dd) Seller shall (and Seller shall cause Unique Fabrications to) use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ee) Seller shall use its best efforts Nothing herein waives Buyer's right to comply claim a breach of Section 3.9(a) or to claim a right to indemnification as provided in Section 11.2 if Buyer suffers Damages as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (a) The parties acknowledge that Seller has delivered and furnished to Buyer, for each parcel, tract or subdivided land lot of Real Property: (i) from First American Title Insurance Company (the “Title Insurer”): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Real Estate, Improvements and insurable Appurtenances, if any, in an the amount selected reasonably specified by Buyer in its discretion and not to exceed the Purchase PriceBuyer, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 6-17-06 form owner's ’s policy of title insurance policy(each a “Title Commitment”) at Seller’s expense including such endorsements to the policy to be issued pursuant to the Title Commitment as Buyer requests at Buyer’s expense, with Illinois modificationsincluding but not limited to Zoning 3.1 (Completed Structure) Endorsement, Access Endorsement, Survey Endorsement, Contiguity Endorsement, Comprehensive Endorsement, and Owner’s Environmental Endorsement; and. (2B) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the “Recorded Documents”); and (ii) a survey of the Real Property at Buyer’s expense by a land surveyor licensed by the state in which the Real Property is located and all deeds or other instruments evidencing that title is vested bearing a certificate, signed and sealed by the surveyor, certifying to Buyer and the Title Insurer that: (A) such survey was made in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and to the Seller.adopted by ALTA, ACSM and NSPS in 2011, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11, 13 - 14 of Table A thereof; and (B) The such survey reflects the locations of all building lines, easements and areas affected by any Recorded Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a “Survey”). (b) Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing its title policy subject only to the Title PolicyPermitted Real Estate Encumbrances, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (C) If any of the following occur, they shall constitute a Title Objection: (1) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2c) Any title exception is disclosed in Schedule B to any Title Commitment or matter that is not one of the a Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection Encumbrance that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Buyer is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (Ed) Seller shall use its best efforts Nothing herein waives Buyer’s right to comply claim a breach of Section 5.9(a) or to claim a right to indemnification as provided in Section 13.2 if Buyer suffers Damages as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (A) Seller shall Florida Water will furnish or have delivered to each Buyer from the Title Company within 30 forty-five (45) days after the Effective Signature Date, at Xxxxx’s Florida Water's expense, from Commonwealth Land Title Insurance Company (the following:"Title Insurer"): (1) In the event a Fee Parcel(s) is included in the Purchased Assets title commitment or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein in an the aggregate amount selected by Buyer in its discretion and not to exceed of the Purchase Price, Price naming Buyer Buyers as the proposed insured insureds and having the effective date dates as set forth therein, wherein the Title Company Insurer will have agreed to issue an ALTA form owner's title insurance policy, policy 1992 (10-17-92) with Illinois modificationsFlorida modifications (collectively the "Title Commitment"); and. (2) Copies copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller"Recorded Documents"). (B) The Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller Florida Water as provided in Section 3.03(E3.06(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed to by the BuyerBuyers and those requirements that are to be met solely by the Buyers). (C) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1) The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller Florida Water has title to the insured estate covered by the Title Commitment; (2) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or (3) Any any current survey discloses any matter that Buyer Buyers reasonably believes believe could materially and adversely affect Buyer's Buyers' material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer Buyers shall notify Seller Florida Water in writing ("Buyers' Notice") of such matters within 30 thirty (30) days prior to the Closing Date. (D) Seller Florida Water shall use its best efforts Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller Florida Water and Buyer, the Buyers is herein referred to as an “"Insured Exception.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer Buyers in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this AgreementBuyers. (E) Seller Florida Water shall use its best efforts Best Efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller Florida Water shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”)Closing. Buyer Florida Water and Seller the Buyers shall agree on a post-Closing process to satisfy these requirementsrequirements (the "Post-Closing Schedule B Requirements"). Seller Florida Water shall indemnify Buyer the Buyers as to all Post-Closing Schedule B Requirements requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller The Buyers shall cooperate with Buyer Florida Water in satisfying the Post-Closing Schedule B Requirementsrequirements, including, but not limited to, exercise of eminent domain powers if requested by Florida Water (with Florida Water to bear the expense of any such eminent domain action). (F) Buyer The Buyers shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements Real Property as Buyer desiresBuyers desire. Surveys procured by Buyer done pursuant to this Section shall be at the sole cost and expense of Buyerthe Buyers. (G) If Buyer desires In the event that the Buyers would like to have any standard survey exceptions deleted or modified in the Title Policy, Buyer the Buyers shall deliver to Seller’s Florida Water's attorneys, no not later than 30 thirty (30) days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that fee parcels which comply with Illinois lawSection 627.7842(1)(a), Florida Statutes. As to each such survey timely delivered by Buyers, Florida Water shall include in the title policy a "blanket exception" as to the applicable fee parcel/survey (i.e, As to parcel _______, all matters which appear on the survey by ______, P.L.S. dated __________.")

Current Evidence of Title. (Aa) Seller shall furnish or have delivered to Buyer from the Title Company within 30 Within five days after following the Effective Date, at XxxxxSeller shall deliver to Buyer a copy of any title policy or title search in Seller’s expensepossession for each parcel of Real Property. (b) Within thirty (30) days from the Effective Date, the followingBuyer shall obtain from First American Title Insurance Company or other title insurance company acceptable to Buyer(the “Title Insurer”) by and through its agent, Trenam Xxxxxx, P.A.: (1i) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitment issued by the Title Company Insurer to insure title to each parcel or easement listed therein the Real Property and insurable appurtenances, if any, in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in the Allocation Statement, covering such Real Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance policy, with Illinois modifications( "Title Commitment"); and. (2ii) Copies to the extent available from the public records, complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the “Recorded Documents”) and all deeds or other instruments evidencing cause the same to be delivered to Buyer; and (iii) Seller hereby advises Buyer that based upon its review of a recent title is vested search of the Real Property conducted in and September, 2012, that fee simple title to the SellerReal Property is encumbered by the easements and matters disclosed in Schedule 5.5 (b)(iii) attached hereto (“Existing Exceptions”), that the Existing Exceptions shall appear in the Title Commitment, and that Buyer shall have the right to review the same and object to the same, but notwithstanding anything herein to the contrary, that Seller shall have no obligation to remove or cure the same. (Bc) The Seller and Buyer shall each satisfy all requirements that are to be so satisfied by each party, as set forth in each Title Commitment shall include as the Title Company's Insurer’s requirements for issuing the Title Policyits respective title policy, which shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary EncumbrancesLiens, but excluding Encumbrances those requirements that will remain after Closing as agreed are to be met solely by the Buyer). Buyer shall pay all costs for the owner's title insurance policy. (Cd) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate Real Property covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B Section II to any Title Commitment that renders the Real Property described therein less than marketable. For the purposes of this Agreement, “marketable” shall mean fee simple ownership that is free of all claims, liens and encumbrances of any kind or nature whatsoever other than the Permitted Exceptions (as defined herein). For the purposes of this Agreement, the term “Permitted Exceptions” shall mean: (A) current taxes not one yet due and payable, (B) such other matters not objected to in writing by Buyer in Buyer’s Notice, (C) any of the Permitted Real Estate Encumbrances; or (3) Any current survey discloses any matter that Existing Exceptions to which Buyer reasonably believes could materially may have objected but which were not cured by, and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts all other items set forth on Schedule 5.5 to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.; or

Current Evidence of Title. (Aa) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DateBuyer, at XxxxxBuyer’s expensesole expense and within thirty (30) days following the date of this Agreement, may obtain from a nationally recognized title insurance company (the “Title Insurer”), the followingfollowing items related to the Specified Owned Real Property: (1i) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all land, improvements, insurable appurtenances, if any, in an aggregate amount selected by Buyer in its discretion equal to the value of the Final Aggregate Closing Cash Consideration, Closing Stock Consideration and not Note allocated to exceed the Purchase PriceSpecified Owned Real Property covering such Specified Owned Real Property, naming the Buyer (or its designee) as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA form owner's ’s policy of title insurance policy, with Illinois modifications(each a “Title Commitment”); (ii) complete and legible copies of all recorded and unrecorded documents listed as matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as exceptions thereunder; and (iii) zoning reports with respect to the Specified Owned Real Property. (2b) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to the Seller. (B) The Each Title Commitment shall include the Title Company's Insurer’s reasonable requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary EncumbrancesLiens, but excluding Encumbrances that will remain after Closing as agreed to by the Buyermonetary Permitted Liens), including, but not limited to, execution of standard owner’s affidavits and delivery of corporate authorization documents. (Cc) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection”) then the Buyer shall notify Seller in writing (“Buyer’s Notice”) of such matters within sixty (60) days after the date of this Agreement: (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesLiens or one that the Buyer objects to hereunder; (iii) any survey obtained at the Buyer’s expense discloses any material matter that the Buyer objects to hereunder (each a “survey” and collectively, the “Survey”); or (3iv) Any current survey any zoning report at the Buyer’s expense discloses any material matter that the Buyer reasonably believes could objects to hereunder. In the event that the Title Insurer amends or updates a Title Commitment after the Buyer’s delivery of Buyer’s Notice to Seller (each, a “Title Commitment Update”), the Buyer shall furnish Seller with a written statement of Title Objections to any matter first raised in a Title Commitment Update within ten (10) days after its receipt of such Title Commitment Update. After the date of this Agreement, Seller shall not execute any deed, easement, agreement, restriction, commitment, covenant or otherwise create, place, grant, convey, allow, modify, alter or change any matter or agreement materially and adversely affect Buyer's material use and enjoyment affecting title of the Fee Parcels and/or Easements described therein; then Specified Owned Real Property, unless Seller obtains the prior written consent of the Buyer, which shall not be unreasonably withheld, conditioned or delayed. If any new title exceptions to the Title Commitments are reflected in the Title Commitment Update (“New Defects”), Seller shall promptly notify Buyer shall in writing and provide any and all documentation related thereto to the extent created by Seller. Buyer may notify Seller in writing of such matters within 30 days prior any objections to the Closing DateNew Defects within ten (10) days of receipt of the Title Commitment Update and documentation relating thereto (“New Defects Objection”). (Dd) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do cure each Title Objection (provided that Seller shall be obligated to satisfy and obtain the releases of any monetary Liens as required per the terms of Section 6.10(c) above) and New Defects Objection. Any title exception, New Defect or matters disclosed by any survey not objected to by the Buyer in the manner aforesaid shall be deemed to be acceptable to the Buyer and considered a “Permitted Encumbrance.” If Seller elects not to cure (or is deemed not to cure) any Title Objection or New Defects identified in any Title Objection or New Defects Objection specified in Buyer’s Notice, or if Seller is unable to effect a cure of the same prior to the Closing, Buyer shall have the following options to be given by written notice within five (5) Business Days of its receipt of Seller’s notice or deemed election not to cure or the day on which it is determined that Seller is unable to cure such surveys Title Objections: (i) waive the Title Objections and proceed to Closing without reduction of the Aggregate Closing Cash Consideration; or (ii) to terminate this Agreement. Buyer’s failure to exercise in writing either of its rights described in the foregoing clauses (i) and (ii) of this Section 6.10(d) in the time provided shall be deemed to be Buyer’s intent to exercise its right in clause (i) of this Section 6.10(d) to waive the Title Objections and proceed to Closing without reduction of the Aggregate Closing Cash Consideration. In the event Seller does not provide written notice to the Buyer within ten (10) days of receipt of the Buyer’s Notice of those Title Objections that it is unwilling or unable to cure any Title Objections or New Defects, then Seller shall be deemed to have elected to cure such Title Objections or New Defects. All matters regarding title to which Buyer does not object in writing shall be deemed a Permitted Encumbrance. (e) Notwithstanding anything contained herein to the contrary, the Specified Owned Real Property shall be conveyed subject to the following matters, which shall be deemed to be Permitted Encumbrances: (i) the rights of tenants, as tenants only, under a Real Property Lease identified on the Fee Parcels and/or Easements Real Property Schedule; (ii) the Lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (iii) all matters, whether or not of record, that arise out of the actions of Buyer desires. Surveys procured by or its agents, Representatives or contractors; and (iv) those matters which Seller is not obligated to remove as provided above, subject to Buyer’s right to terminate this Agreement pursuant to Section 6.10(c) above. (f) Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires entitled to have any standard survey exceptions deleted or modified in request that the Title PolicyInsurer provide such endorsements to any title policy as Buyer may reasonably require, provided that (i) such endorsements shall be at no cost to Seller (provided Seller shall be obligated to execute such reasonable certificates as required pursuant to Section 6.10(c) above); (ii) Buyer’s obligations under this Agreement shall not be conditioned upon the issuance of such endorsements, and to the extent that such endorsements cannot be obtained, Buyer shall deliver nevertheless be obligated to Seller’s attorneys, no later than 30 days prior proceed to close the transactions contemplated hereby without reduction of or set off against the Aggregate Closing Cash Consideration; and (iii) the Closing Date, properly certified and current original surveys shall not be delayed as a result of the specified Fee Parcels and/or Easements that comply with Illinois lawBuyer’s request.

Current Evidence of Title. (Aa) As soon as is reasonably possible, and in no event later than ten (10) Business Days after the date of this Agreement, Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective DateCompany, at XxxxxSeller’s expense, for each parcel, tract or subdivided land lot of Owned Real Property from (the following:“Title Insurer”): (1i) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all land, improvements, insurable appurtenances, if any, in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Owned Real Property, as specified in Section 3.4, covering such Owned Real Property, naming Buyer the Company as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 2006 form owner's ’s policy of title insurance policy, with Illinois modifications(each a “Title Commitment”); and. (2ii) Copies complete and legible copies of all recorded and unrecorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and to (the Seller“Recorded Documents”). (Bb) The Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the BuyerCompany). (Cc) If any of the following occurshall occur (collectively, they shall constitute a “Title Objection:”): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate Encumbrances; or Encumbrances or one that Seller specifies when delivering the Title Commitment to the Company as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (3A) Any current survey discloses any matter exceptions that Buyer pertain to Encumbrances securing any loans that do not constitute an assumed liability and (B) any exceptions that the Company reasonably believes could materially and adversely affect Buyer's material the Company’s use and enjoyment of the Fee Parcels and/or Easements Owned Real Property described therein; or (iii) any Survey discloses any matter that the Company reasonably believes could materially and adversely affect the Company’s use and enjoyment of the Owned Real Property described therein; then Buyer the Company shall notify Seller in writing (“Company’s Notice”) of such matters within 30 ten (10) Business Days after receiving all of the Title Commitment, Survey and copies of Recorded Documents for the Centers and other property owned by Seller covered thereby. In the event that the Title Insurer amends or updates a Title Commitment after the Company’s delivery of Company’s Notice to Seller (each, a “Title Commitment Update”), the Company shall furnish the Seller with a written statement of Title Objections to any matter first raised in a Title Commitment Update within ten (10) days prior to the Closing Dateafter its receipt of such Title Commitment Update. (Dd) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer Company in the manner aforesaid, aforesaid shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this AgreementCompany. (Ee) Seller shall use its best efforts Nothing herein waives the Company’s right to comply claim a breach of Section 4.7 or 4.8 or to claim a right to indemnification as provided in Article X if the Company suffers damages as a result of a misrepresentation with respect to the requirements condition of Schedule B Section 1 of title to the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B RequirementsOwned Real Property. (Ff) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer Company shall be at responsible to pay for the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in premium for the Title PolicyInsurance, Buyer and the Company shall deliver be responsible to Seller’s attorneys, no later than 30 days prior to pay the Closing Date, properly certified documentary stamps and current original surveys other usual and customary fees of the specified Fee Parcels and/or Easements that comply with Illinois lawa buyer of real property.

Current Evidence of Title. (Aa) Seller shall furnish or have delivered Unless previously provided to Buyer from the Title Company within 30 days by Seller, no later than ten (10) Business Days after the Effective Datedate of this Agreement, Buyer shall obtain (at Xxxxx’s Buyer's expense), for each parcel, tract or subdivided land lot of Real Property or Ground Lease Property: (i) from Fidelity National Title Insurance Company (the following:"Title Insurer"): (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title (at regular rates) good and marketable to each parcel or easement listed therein all Land, Improvements, insurable Appurtenances, if any, and Ground Lease Property in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, as specified in Part 2.5, covering such Real Property, naming Buyer as the proposed insured and having the an effective date as set forth thereinafter the date of this Agreement, wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's policy of title insurance policy, with Illinois modifications(each a "Title Commitment"); and. (2) Copies complete and legible copies of all recorded documents listed as Schedule B-1 matters to be terminated or satisfied in order to issue the policy described in the Title Commitment or as special Schedule B-2 exceptions thereunder (the "Recorded Documents"); and (ii) a survey of the Real Property as required by Buyer ("Survey"); and (iii) complete and all deeds or other instruments evidencing that title is vested in and to the Sellercurrent Uniform Commercial Code searches. (Bb) The Each Title Commitment shall include the Title CompanyInsurer's requirements for issuing the Title Policyits title policy, which requirements shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Encumbrances that will remain after Closing as agreed and those requirements that are to be met solely by the Buyer). (Cc) If any of the following occurshall occur (collectively, they shall constitute a "Title Objection:"): (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any Title Commitment that is not one of the Permitted Real Estate EncumbrancesEncumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including (A) any exceptions that pertain to Encumbrances securing any loans that do not constitute an Assumed Liability and (B) any exceptions that Buyer reasonably believes could materially and adversely affect Buyer's use and enjoyment of the Real Property described therein; or (3iii) Any current survey any Survey discloses any matter that Buyer reasonably believes could materially and adversely affect Buyer's material use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; then Buyer shall notify Seller in writing of such matters within 30 days prior to the Closing Date. (D) Seller shall use its best efforts to cure each Title Objection and take all steps required by the Title Company to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title Company. Any Title Objection that the Title Company is willing to insure over, on terms acceptable to Seller and Buyer, is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and not objected to by the Buyer in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. (E) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois law.;

Current Evidence of Title. (a) As soon as is reasonably possible after the Agreement Date, and in no event later than thirty (30) Business Days after the Agreement Date, Seller shall furnish to Purchaser, for each parcel, tract or subdivided land lot of Real Property set forth on Schedule 4.13(a): (i) from Xxxxxxx Title Guaranty Company (the "TITLE INSURER"): (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment title commitments issued by the Title Company Insurer to insure title to each parcel or easement listed therein all Real Property and Improvements in an the amount selected by Buyer in its discretion and not to exceed of that portion of the Purchase PricePrice allocated to the Real Property, covering such Real Property, naming Buyer Purchaser as the proposed insured and having the an effective date as set forth thereinafter the Agreement Date, wherein the Title Company will have agreed Insurer shall agree to issue issue, an ALTA 1992 form owner's extended coverage policy of title insurance policy, with Illinois modifications(each a "TITLE COMMITMENT"); and. (B) complete and legible copies of all documents listed or disclosed in Schedule B to the Title Commitment (the "TITLE EXCEPTION DOCUMENTS"); and (ii) at Purchaser's cost and expense, a survey of the Real Property made after the Agreement Date by a land surveyor licensed by the State of Arizona and bearing a certificate, signed and sealed by the surveyor, certifying to Seller, Purchaser and the Title Insurer that: (A) such survey was made (1) in accordance with "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS," jointly established and adopted by ALTA and ACSM in 1992, and includes Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof, and (2) Copies of all recorded documents listed as special Schedule B-2 exceptions thereunder and all deeds or other instruments evidencing that title is vested in and pursuant to the Seller.Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of said certificate) of an "Urban" survey; and (B) such survey reflects the locations of all building lines, easements and areas affected by any Title Exception Documents affecting such Real Property as disclosed in the Title Commitment (identified by issuer, commitment number, and an effective date after the date hereof) as well as any encroachments onto the Real Property or by the Improvements onto any easement area or adjoining property (each a "SURVEY"); and (iii) The Title Commitment shall include the Title CompanyInsurer's standard requirements for issuing the Title Policyits title policy, which requirements, to the extent applicable to Seller, shall be met by Seller as provided in Section 3.03(E) on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary EncumbrancesLiens, but excluding Encumbrances requirements that will remain after Closing as agreed are to be met solely by the BuyerPurchaser). (Civ) Seller shall pay the premium for a standard form owner's policy. Purchaser shall be responsible for the difference in premium between standard and extended coverage and for other endorsements and any other costs and expenses of such policy of title insurance. (b) If any of the following shall occur, they shall constitute a Title Objection: (1i) The any Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2ii) Any any title exception is disclosed in Schedule B to any the Title Commitment that (A) is not one of the Permitted Real Estate Encumbrances; or Liens and (3B) Any current survey discloses any matter that Buyer Purchaser reasonably believes could materially and adversely affect Buyerhave a material adverse effect on Purchaser's material use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; or (iii) any Survey discloses any matter that Purchaser reasonably believes could have a material adverse effect on Purchaser's use and enjoyment of the Real Property described therein; then Buyer Purchaser shall notify Seller in writing ("PURCHASER'S NOTICE") of such matters (any such matter of which Purchaser so provides Purchaser's Notice to Seller, a "TITLE OBJECTION") within 30 days prior thirty (30) Business Days after receiving all of the Title Commitment, Survey and copies of Title Exception Documents for the Real Property covered thereby. Any such matter of which Purchaser fails to provide Purchaser's Notice to Seller within such period shall not constitute a Title Objection and shall be deemed to be acceptable to Purchaser and constitute a Permitted Lien for purposes of this Agreement. (c) Seller shall have ten (10) Business Days after receipt of Purchaser's Notice to notify Purchaser that either (i) Seller has elected to remove any Title Objection(s) from the title and provide Purchaser with evidence reasonably satisfactory to Purchaser of such removal, or provide Purchaser with evidence reasonably satisfactory to Purchaser that said exceptions will be removed on or before the Closing, or (ii) Seller has elected not to remove such Title Objections. Notwithstanding the provisions to the contrary contained in this SECTION 6.11(c), Seller shall remove all liens, mortgages, deeds of trust or other monetary liens and encumbrances (other than non-delinquent real estate taxes for the current year or special assessments or local improvement district assessments payable in installments which shall be paid or prorated to the Closing Date. Date as provided in SECTION 3.2) prior to or upon Closing. If Seller gives Purchaser notice under the foregoing clause (Dii), Purchaser shall have ten (10) Business Days to elect to proceed with the purchase and take the Real Property subject to such Title Objections (which exceptions shall then constitute Permitted Liens), or to terminate this Agreement. If Purchaser shall fail to give Seller written notice of such election within said ten (10) Business Days, Purchaser shall be deemed to have waived any and all such Title Objections. If Seller shall give notice pursuant to the foregoing clause (i), Seller shall use its best commercially reasonable efforts to cure each Title Objection which is the subject of such notice prior to the Closing and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including Commitment. In the payment of money event that Seller shall thereafter fail to cure remove any such Title Objections that from title prior to the Closing Date, and Purchaser is unwilling to take title subject thereto, Purchaser may require elect to terminate this Agreement, and in the event of any such termination, Seller shall be liable for payment or the escrow of funds with the Title Company as may be required by the Title Companyall title cancellation charges. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to Seller and Buyer, Purchaser is herein referred to as an “Insured Exception"INSURED EXCEPTION.” " The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Survey not objected to by the Buyer Purchaser in the manner aforesaid, shall be deemed to be acceptable to Buyer. In the event Seller is unable to cure a Title Objection and/or Buyer objects to an Insured Exception, Buyer shall have the right to terminate this Agreement Purchaser and shall have no liability or further obligation under constitute a Permitted Lien for purposes of this Agreement. (Ed) Seller shall use its best efforts Nothing herein waives Purchaser's right to comply claim a breach of SECTION 4.13 or to claim a right to indemnification as provided in ARTICLE XI if Purchaser suffers Losses as a result of a misrepresentation with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified in the Title Policy, Buyer shall deliver to Seller’s attorneys, no later than 30 days prior respect to the Closing Date, properly certified and current original surveys condition of title to the specified Fee Parcels and/or Easements that comply with Illinois lawReal Property.

Current Evidence of Title. (a) On or before a date that is no more than thirty (30) Business Days after the date hereof, the Sellers shall furnish to Buyers, at the expense of Sellers, for each parcel of Owned Real Property, except Owned Real Property constituting Inventory: (i) From a title insurance company selected by Sellers and reasonably acceptable to Buyers (the “Title Insurer”) (A) Seller shall furnish or have delivered to Buyer from the Title Company within 30 days after the Effective Date, at Xxxxx’s expense, the following: (1) In the event a Fee Parcel(s) is included in the Purchased Assets or Buyer requests to insure an Easement(s), a Title Commitment issued by the Title Company to insure title to each parcel or easement listed therein in an amount selected by Buyer in its discretion and not to exceed the Purchase Price, naming Buyer as the proposed insured and having the effective date as set forth therein, commitment wherein the Title Company will have agreed Insurer shall agree to issue an ALTA 1992 form owner's ’s policy of title insurance policy(each a “Title Commitment”), with Illinois modifications; and. and (2B) Copies complete and legible copies of all recorded documents listed as matters to be terminated or satisfied in order to issue the policy or special Schedule B-2 exceptions thereunder (the “Recorded Documents”); (ii) An appropriately certified survey made by a licensed surveyor in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA, ACSM and NSPS in 1999, which shall include Items 1-4, 6, 7(a), 7(b)(1), 7(c), 8-11 and 13 of Table A thereof (each a “Survey”); and (iii) Such releases, Uniform Commercial Code termination statements and other documents as may be necessary to provide reasonable evidence that all deeds or items of property, including the Real Property, and fixtures to be sold under this Agreement are free and clear of Encumbrances, other instruments evidencing that title is vested in and to the Sellerthan Permitted Encumbrances. (Bb) The Each Title Commitment shall include the Title Company's Insurer’s requirements for issuing the Title Policyits title policy, which shall be met by the Seller as provided in Section 3.03(E) Group on or before the Closing Date (including those requirements that must be met by releasing or satisfying monetary Encumbrances, but excluding Permitted Real Property Encumbrances and those requirements that will remain after Closing as agreed are to be met solely by the BuyerBuyers). (Cc) If any of the following occur, they shall constitute a Title Objection: (1) The Title Commitment or other evidence of title or search of the appropriate real estate records Survey discloses that any party other than Seller has title to the insured estate covered by the Title Commitment; (2) Any title exception is disclosed in Schedule B to any (a “Title Commitment Objection”) that is not one of the Permitted Real Estate Encumbrances; or Property Encumbrances or one that Sellers specify when delivering the Title Commitment to Buyers as one that the Sellers will cause to be deleted from the Title Commitment concurrently with the Closing, including (3i) Any current survey discloses any matter exceptions that Buyer pertain to Encumbrances securing any loans that do not constitute an Assumed Obligation and (ii) any exceptions that Buyers reasonably believes believe could materially and adversely affect Buyer's material Buyers’ use and enjoyment of the Fee Parcels and/or Easements Real Property described therein; , including the ability to sell such Real Property, then Buyer Buyers shall notify the Seller Group in writing (“Buyers’ Notice”) of such matters within 30 days prior to ten (10) Business Days after receiving all of the Closing Date. (D) Seller Title Commitments, Surveys and copies of Recorded Documents for the Owned Real Property covered thereby. Sellers shall use its best efforts their Best Efforts to cure each Title Objection and take all steps required by the Title Company Insurer to eliminate each Title Objection as an exception to the Title Commitment including the payment of money to cure any such Title Objections that may require such payment or the escrow of funds with the Title Company as may be required by the Title CompanyCommitment. Any Title Objection that the Title Company is willing to insure over, over on terms acceptable to the Seller Group and Buyer, Buyers is herein referred to as an “Insured Exception.” The Insured Exceptions, together with any title exception or matters disclosed by any survey and the Surveys not objected to by the Buyer Buyers in the manner aforesaid, aforesaid shall be deemed to be acceptable to BuyerBuyers. Should the Title Insurer revise any Title Commitment to reflect any exception to title that is not a Permitted Real Property Encumbrance after the date upon which Buyers provide the Buyers’ Notice to Sellers, Buyers shall provide Sellers with written notice of such objection with ten (10) days of the date upon which the Title Insurer provides Buyers with written notice of such new exception to title. (d) In the event Seller that Sellers are unable, by the date that is unable ninety (90) days after the Closing Date, to cure a Title Objection and/or with respect to a parcel of Owned Real Property (other than Inventory) that is of such a nature and magnitude that Buyers are unable to operate the Purchased Location at which such Owned Real Property is located or to sell such Owned Real Property, Buyers may elect to exclude such Owned Real Property from the Purchased Assets by delivering written notice of such election to the Seller Group within such ninety (90) day period. If Buyer objects so elects, an amount equal to an Insured Exception, Buyer shall have the right to terminate this Agreement and shall have no liability or further obligation under this Agreement. fifty percent (E50%) Seller shall use its best efforts to comply with the requirements of Schedule B Section 1 of the Title Commitment. At the Closing, Seller shall identify any Schedule B Section 1 requirements that cannot be satisfied book value of such Owned Real Property (as of the Closing (“Post-Closing Schedule B Requirements”). Buyer and Seller shall agree on a post-Closing process to satisfy these requirements. Seller shall indemnify Buyer as to all Post-Closing Schedule B Requirements that are not satisfied in accordance with the agreed upon post-Closing process. Seller shall cooperate with Buyer in satisfying the Post-Closing Schedule B Requirements. (F) Buyer shall have the right, but not the obligation, to do such surveys on the Fee Parcels and/or Easements as Buyer desires. Surveys procured by Buyer shall be at the sole cost and expense of Buyer. (G) If Buyer desires to have any standard survey exceptions deleted or modified set forth in the Title Policy, Buyer Financial Statements) shall deliver to Seller’s attorneys, no later than 30 days prior to the Closing Date, properly certified and current original surveys of the specified Fee Parcels and/or Easements that comply with Illinois lawconstitute a Real Property Deduction.