Common use of DEED AND TITLE Clause in Contracts

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed"), conveying good and marketable fee simple title to the Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its existing title insurance policy to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty (30) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each Property), and containing no other exceptions not specifically approved by Buyer. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title Commitments. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Property contains objectionable exceptions or that the title to the Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Property. (e) Buyer will pay for any survey of the Property, the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) a Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably substancx xxasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably substancx xxasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex.. 5 (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes, if any. Seller shall also be responsible for all prepayment penalties with respect to the existing loan on the Property. (e) Buyer will pay for any title insurance commitment, title insurance premiums, and for any updated survey of the Property, Property and the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes, if any. (e) Buyer will pay for any title insurance commitment, title insurance premiums, and for any updated survey of the Property, Property and the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed"), conveying good and marketable fee simple title to the Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its existing title insurance policy to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty (30) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each Property), and containing no other exceptions not specifically approved by Buyer. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title Commitments. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Property contains objectionable exceptions or that the title to the Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Property. (e) Buyer will pay for any survey of the Property, the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) a Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer Seller shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in the form of Exhibit C, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, delinquent (the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense"Permitted Exceptions"). In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence, if any; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut warranty, except as to Seller's title.of Exhibit D. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, in the form of an owner's title policy ("Title Policy"), with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects canare not be cured within a reasonable period of time twenty (20) days after written 6 notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order which event the Earnest Money shall immediately bx xxxxxned to terminate the ContractBuyer, an objectionable exception and neither party shall have any further right, obligation or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complexliability hereunder. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes, if any, for one-half (1/2) the cost of the title commitment and title policy, and one-half (1/2) of the Escrow Agent's escrow fee, if any. (e) Buyer will pay for one-half (1/2) of the cost of the title commitment and the title policy, the entire cost of any endorsements to the title policy desired by Buyer, for any updated survey of the Property, one-half (1/2) of the cost of the Escrow Agent's escrow fee, and for the recording of the Deed deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees. (g) Buyer shall have 30 days from the date of this agreement to obtain an updated survey to the Property. Buyer shall then have an additional period of 10 days within which to review the survey and to advise Seller of any objections to the survey. Seller may cure or remove any objections to the survey within a reasonable time after receipt of such objections. If Seller is unable to remove such objections to the survey, Buyer may either (i) terminate this agreement by giving Seller written notice prior to the Closing Date, in which event the Earnest Money shall be returned tx Xxxxx and neither party shall have any further liability; or (ii) elect to purchase the Property subject to the objections not so removed or cured. (h) Seller agrees to remove all deeds of trust, mortgages, mechanic's liens, or other monetary encumbrances against the Property at or prior to closing. (i) Seller shall not further encumber the title to the Property after the Effective date unless (i) Seller obtains Buyer's prior written consent to such encumbrance, which consent may be granted or withheld in Buyer's discretion, or (ii) such encumbrance will be released or removed by Seller at Seller's sole expense, at or prior to the Closing. At the Closing, Seller shall, at its sole cost and expense, deliver to Buyer an update of the Title Commitment, issued effective as of the Closing Date. (j) At the Closing, Seller, at its sole cost and expense, shall deliver or cause to be delivered to Buyer the following: (i) The Deed; (ii) A Bill of Sale (herein so called) gxxxxing and conveying the Personal Property to Buyer, with special warranty of title in form of Exhibit D; (iii) An Assignment of Leases and Security Deposits (herein so called) in which Seller shall assign the Leases to Buyer, and Buyer shall assume said Leases, with special warranty of title and in form of Exhibit E. (iv) A Tenant rent roll, certified as being true and correct in all material respects (to the best of Seller's knowledge) by Seller, dated within ten (10) days of the Closing Date. (v) A certificate confirming that Seller is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended. (vi) Evidence satisfactory to Buyer and the Escrow Agent that the person or person executing this Agreement and the closing documents on behalf of Seller have full right, power and authority to do so. (vii) Such other documents as may be reasonably required by Buyer or the Escrow Agent to consummate the Closing. (viii) An assignment of Property Contracts to Buyer with an assumption of same by Buyer (on a form reasonably acceptable to both parties). (k) At the Closing, Buyer, at its sole cost and expense, shall deliver or cause to be delivered to Seller the following: (i) The Purchaser Price in cash, or by wire funds or cashier's or certified check, due credit being given for the Earnest Money (including interest earned thereon) and the Deposits retained by Seller. (ii) The Bill of Sale. (iii) The Assignment of Leases and Security Deposits. (iv) Evidence satisfactory to Seller and the Escrow Agent that the person or persons executing this Agreement and the closing documents on behalf of Buyer have full right, power and authority to do so. (v) Such other documents as may be reasonably required by Seller or the Escrow Agent to consummate the closing. (l) Upon Completion of the Closing, Seller shall deliver to Buyer possession of the Property free and clear of all tenancies of every kind and parties in possession, except for the Tenants and the rights of third parties under the Permitted Encumbrances, with all parts of the Property (including without limitations the improvements and Personal Property) in the same conditions as on the date hereof, ordinary wear and tear excepted.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Special or limited warranty deed (or bargain and sale deed, where appropriate) Limited Warranty Deed ("Deed")) in a form reasonably acceptable to Buyer and Escrow Agent, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage to be assumed by Buyer, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably substancx xxasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer may elect to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured by Seller within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable Seller and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use receive a refund of the Property as an apartment complexDeposit. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes affecting the Real Property, and for any sales or use taxes affecting the Personal Property. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, Property and the premium due for the title insurance policy to be issued for the Property, and all endorsements.recording of any assumption document. 6 (f) Seller and Buyer will each pay their own attorney's feesand other professional fees and expenses. (g) At Closing, Seller shall execute and deliver to Buyer a mechanics and materialmen's lien and owner's affidavit and indemnity acceptable to Buyer's title insurance company, evidence of the authority of the person or persons executing the documents on behalf of Seller, acceptable to Buyer's title insurance company, and a "non-foreign" certificate as required by Section 1445 of the Internal Revenue Code, and (if requested by Buyer) letters to all tenants of the Property advising them of the change in ownership and directing them to pay all rents to Buyer or Buyer's designee.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) Special Warranty Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such the easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except for those disclosed and deemed approved during due diligence; (e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty (30) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 30 days after signing this Agreement. Buyer shall have ten five (105) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective defective, or if Buyer's lender requires the removal of any exceptions to the title commitment or defects revealed by the survey and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees, and will share equally any fees of the Closing Agent estimated to be a total of $800.00.

DEED AND TITLE. (a) Seller shall deliver to Buyer the Escrow Agent at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the first mortgage and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery to the Escrow Agent at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide has provided a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer Seller shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty five (305) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Seller will provide a copy of said title commitment to Buyer within 5 days after same is completed. Buyer shall have ten five (105) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of ten (10) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement the Escrow upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. (e) Buyer will pay for any updated survey of the Property, for the title insurance Commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for one-half (1/2) of State and local transfer taxes, if any. (e) Buyer will pay for any title insurance commitment, title insurance premiums, one-half (1/2) of State and local transfer taxes, for any updated survey of the Property, Property and the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for one-half of State and local transfer taxes, if any. (e) Buyer will pay for any title insurance commitment, title insurance premiums, for any updated survey of the Property, the recording of the Deed for the Property, state tax and register's fees on the Deedfor one-half of State and local transfer taxes, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsementsif any. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) a Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain Bargain and sale deed, where appropriate) Sale Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also may obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. (i.e., matters which would render title unmarketable or which are inconsistent with the current use of the Property). In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. Buyer may also elect to accept Seller's existing survey together with an Affidavit of No Change therefrom. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. Seller will also pay for all title curatives, if applicable. (e) Buyer will pay for any updated survey of the Property, for the title insurance commitment and for all title insurance premiums, for the recording of the Deed for the Property, state tax and register's fees on the Deedfor all costs, the cost of obtaining a title commitmentfees, and expenses in connection with the premium due for assumption of the title insurance policy to be issued for the Property, and all endorsementsexisting first mortgage. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably substancx xxasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for one-half (1/2) of State and local transfer taxes, if any. (e) Buyer will pay for any title insurance commitment, title insurance premiums, one-half (1/2) of State and local transfer taxes, for any updated survey of the Property, Property and the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements.. 5 (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain Bargain and sale deed, where appropriate) Sale Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer may obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. (i.e., matters which would render title unmarketable or which are inconsistent with the current use of the Property). In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. Buyer may also elect to accept Seller's existing survey together with an Affidavit of No Change therefrom. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. Seller will also pay for all title curatives, if applicable. (e) Buyer will pay for any updated survey of the Property, for the title insurance commitment and for all title insurance premiums, for the recording of the Deed for the Property, state tax and register's for all costs, fees on and expenses in connection with the Deed, assumption of the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsementsexisting first mortgage. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the first mortgage and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Xxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of forty-five (45) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. (e) Buyer will pay for any updated survey of the Property, for the title insurance Commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at ClosingIf BUYER exercises this option, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed"), conveying good and marketable fee simple title to the Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller SELLER shall convey title to the Personal Property to Buyerproperty by Special Warranty deed substantially in the form attached hereto as Exhibit A. This Option contract is for a sale in gross and not by acre, free and clear without warranty of all liens and encumbrances (except those disclosed during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of title other than a Bill of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut special warranty, except and SELLER expressly disclaims all other warranty or representation, including, without limitation, any warranty of condition or warranty as to Seller's title. (b) Seller agrees to provide a copy the presence, quantity or quality or location of its existing any gas or oil within the Property. In the event there should be any deficiency of title insurance policy to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty (30) days or acreage in any of the date of execution tracts subject to this Option, such deficiency shall not impose any liability upon SELLER or in any way affect any provision of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each Property), and containing no other exceptions not specifically approved by Buyer. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title Commitments. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Property contains objectionable exceptions or that the title to the Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoingOption; PROVIDED, however, that in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect event it shall be materially inconsistent with the present use determined before closing and delivery of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Property. (e) Buyer will pay for deed that any survey mineral trespass has occurred on any portion of the Property, then SELLER shall, in addition to delivering the recording of Special Warranty deed, assign to BUYER at closing all rights to damages for such trespass accruing from and after the Deed for date this Option is executed by BUYER, with SELLER retaining all such rights accruing prior to such date. SELLER also reserves all rights in the Property, state tax Property other than oil and register's fees on the Deed, the cost of obtaining a title commitmentgas, and the premium Property shall be conveyed subject to the following covenant which shall be included in the Special Warranty deed: “The Grantor hereby reserves and excepts from this conveyance all minerals other than oil and gas, including, without limitation, all coal and the entire coal estate, as well as the surface and any surface rights or ownership. Any and all rights herein reserved and excepted by Grantor shall inure to the benefit of and may be exercised and enjoyed by Grantor and by its successors and assigns. It is further agreed by and between Grantor, as owner of the coal estate, and Grantee, as owner of the oil and gas estate, that in the development of their respective mineral estates, each party shall owe to the other a duty of reasonable accommodation in order to facilitate the ordinary and necessary development activities of the other to the end that both parties may develop their respective interests in the property to the maximum extent possible, having due regard for the title insurance policy to rights and interest of the other party. In furtherance of this duty, Grantee agrees that (i) all of the lands hereinabove described shall be issued considered and treated as being underlaid by coal-bearing strata within the meaning of KRS 353.050, such that all permitting of drill sites shall be carried out in accord therewith and as set forth in KRS 353.060, and (ii) Grantee shall refrain from drilling any xxxxx or laying any pipelines on or within 150 feet in elevation above any existing strip mine bench (whether reclaimed or un-reclaimed) without the consent of the Grantors, or their successors and assigns, and (iii) no xxxxx shall be drilled for the Propertyproduction of coal bed methane if such production will prevent or materially hinder the mining of a workable coal bed. In the event that any xxxxx are drilled in contravention of these covenants, and all endorsementsas a result will prevent or materially hinder the mining of a workable coal bed, the Grantor or owner or coal operator affected shall have the right and option to temporarily plug such well, or to require the well owner to do so, until the affected coal reserves are extracted. (f) Seller and Buyer will each pay their own attorney's fees.”

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Special or limited warranty deed (or bargain and sale deed, where appropriate) Limited Warranty Deed ("Deed")) in a form reasonably acceptable to Buyer and Escrow Agent, conveying good and marketable fee simple title to the Real Property, subject only to the existing first mortgage to be assumed by Buyer, and to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except the existing first mortgage, and those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably xxxxonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer may elect to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured by Seller within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable Seller and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use receive a refund of the Property as an apartment complexDeposit. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes affecting the Real Property, and for any sales or use taxes affecting the Personal Property. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, Property and the premium due for the title insurance policy to be issued for the Property, and all endorsementsrecording of any assumption document. (f) Seller and Buyer will each pay their own attorney's feesand other professional fees and expenses. (g) At Closing, Seller shall execute and deliver to Buyer a mechanics and materialmen's lien and owner's affidavit and indemnity acceptable to Buyer's title insurance company, evidence of the authority of the person or persons executing the documents on behalf of Seller, acceptable to Buyer's title insurance company, and a "non-foreign" certificate as required by Section 1445 of the Internal Revenue Code, and (if requested by Buyer) letters to all tenants of the Property advising them of the change in ownership and directing them to pay all rents to Buyer or Buyer's designee.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special Bargain and Sale Deed, Special Warranty Deed or limited warranty deed (or bargain and sale deed, where appropriate) a Covenant Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill Bxxx of Sale in form and substance reasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of forty-five (45) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a Closing special or limited warranty deed deeds (or equivalent bargain and sale deeddeeds, where appropriate) (collectively "Deed")) and/or assignment (collectively "Assignment") of the Seller's membership interests in subsidiaries holding title to the Property in a form customary in the applicable jurisdictions, reasonably acceptable to Seller and Buyer, conveying good and marketable fee simple title to the Property, subject only to the existing matters of record encumbering the Property(s), (the "Permitted Exceptions") and such additional easements, restrictions of or record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of subject to all liens and encumbrances (except those disclosed during due diligence; e.g., equipment leases or personal property financing documents)encumbrances, by the execution and delivery at Closing of a Bill Xxxx of Sale Sale, and/or by virtue of the Assignment in form and substance customary in the applicable jurisdiction and reasonably satisfactory to BuyerBuyer and Seller, wxxxxut warranty, except as to Seller's titlewithout warranty and/or representation. (b) Seller agrees to provide a copy of its existing title insurance policy policies on each Property to Buyer. Buyer shall then obtain for each Property an ALTA Form B Title Insurance Commitment or its equivalent (collectively the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each Property), and containing no other exceptions not specifically approved by Buyer. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title Commitments.both (c) If Buyer's examination of Buyer delivers the Title Commitment reveals that the Title Commitment for the Property contains objectionable exceptions or that the title to the Property is defective and Objection Notice and, thereafter, the issuing title insurance company refuses Seller is unable or unwilling to delete the objectionable exceptions or the defects cannot be cured within a reasonable period cure such objections (of time after written notice by which Seller shall notify Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender), then Buyer may elect to terminate this Agreement within 10 days of Seller's notice upon written notice to SellerSeller as to any one or more Property(s) so affected. Notwithstanding the foregoing, however, in order to terminate the Contract, in whole or in part, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with adversely affect the present use of the Property as an apartment complex. In the event one or more Property(s) are rejected as to title and the Contract as to such Property is terminated as set forth herein, the Purchase Price shall be reduced by agreement of the parties based on a reasonable determination of value from an appropriate State Certified or MAI Appraiser mutually acceptable to Seller and Buyer. (d) Seller will shall pay for preparation of the Deed for the PropertyProperty or the Assignment, and for State and local transfer taxes, if any. (e) Buyer will pay for title insurance commitments, title insurance premiums, and for any survey of the Property, Property and the recording of the Deed for the Property, state tax and register's any fees on or expenses payable to the Deed, holder of the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. Mortgages in connection with this transaction. (f) Seller and Buyer will each pay their own attorney's fees. Seller and Buyer will share escrow costs equally, if any.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) Special Warranty Deed ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such the easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except for those disclosed and deemed approved during due diligence; (e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably substancx xxasonably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain at Buyer's expense an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty (30) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller immediately after same is completed, but no later than 30 days after signing this Agreement. Buyer shall have ten five (105) days after receipt of the Title Commitment to examine the Title Commitment and the existing survey provided by Seller to Buyer to inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment or the existing survey. It is understood that Buyer also intends to obtain an updated survey of the Property. Buyer shall have the right to object to any new matters shown on the updated survey, but Buyer shall have no right to object if the updated survey does not reveal any objectionable exceptions. In no event shall Buyer have the right to object to any matters on the updated survey after the expiration of thirty (30) days from the execution of this Agreement. (c) If Buyer's examination of the Title Commitment or the survey reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective defective, or if Buyer's lender requires the removal of any exceptions to the title commitment or defects revealed by the survey and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes. (e) Buyer will pay for any updated survey of the PropertyProperty for the title insurance commitment and for all title insurance premiums, and for the recording of the Deed for the Property, state tax and register's fees on the Deed, the cost of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsements. (f) Seller and Buyer will each pay their own attorney's fees, and will share equally any fees of the Closing Agent estimated to be a total of $800.00.

DEED AND TITLE. (a) Seller shall deliver to Buyer at Closing, a special or limited warranty deed (or bargain and sale deed, where appropriate) ("Deed")) in a form reasonably acceptable to Buyer, conveying good and marketable fee simple title to the Real Property, subject only to such easements, restrictions of record and title exceptions set forth in the commitment for title insurance specifically approved by Buyer, and taxes not delinquent. Further, the title insurance commitment for the Property must contain provision for the endorsements that are reasonably required by Buyer's funding source, which endorsements shall be ordered by Buyer at Buyer's expense. In addition, Seller shall convey title to the Personal Property to Buyer, free and clear of all liens and encumbrances (except those disclosed and deemed approved during due diligence; e.g., equipment leases or personal property financing documents), by the execution and delivery at Closing of a Bill of Sale in form and substance reasonably rxxxxnably satisfactory to Buyer, wxxxxut without warranty, except as to Seller's title. (b) Seller agrees to provide a copy of its most recent existing title insurance policy or title insurance commitment to Buyer. Buyer shall then obtain an ALTA Form B Title Insurance Commitment (the "Title Commitment"), within thirty fifteen (3015) days of the date of execution of this Contract by both parties, issued by a title insurance company selected by Buyer, committing to insure fee simple marketable title to the Property in the amount of the Purchase Price for such Property in Buyer's name, with all standard exceptions removed (except for the rights of tenants under unrecorded leases and/or except for standard exceptions normally not removed pursuant to local custom with respect to each the Real Property), and containing no other exceptions not specifically approved by Buyer. Buyer will provide a copy of said title commitment to Seller within 5 days after same is completed, but no later than 20 days after signing this Agreement. Buyer shall have ten (10) days after receipt to examine the Title Commitment and inform Seller of Buyer's objection to any exception contained in or title defect revealed by the Title CommitmentsCommitment. (c) If Buyer's examination of the Title Commitment reveals that the Title Commitment for the Real Property contains objectionable exceptions or that the title to the Real Property is defective and thereafter, the issuing title insurance company refuses to delete the objectionable exceptions or the defects cannot be cured within a reasonable period of time after written notice by Buyer, specifically pointing out the objection/defects, or if the title company refuses to issue endorsements as required by Buyer's lender, then Buyer may elect to terminate this Agreement upon written notice to Seller. Notwithstanding the foregoing, however, in order to terminate the Contract, an objectionable exception or defect must be one which renders title unmarketable and uninsurable because of such specified objection or defect, or the specified objection or defect shall be materially inconsistent with the present use of the Property as an apartment complex. (d) Seller will pay for preparation of the Deed for the Real Property, and for State and local transfer taxes, if any. (e) Buyer will pay for any title insurance commitment, title insurance premiums, and for any updated survey of the Property, Property and the recording of the Deed for the Property, state tax and register's fees . Buyer also agrees to pay any sales taxes due on closing to the Deed, the cost State of obtaining a title commitment, and the premium due for the title insurance policy to be issued for the Property, and all endorsementsOklahoma. (f) Seller and Buyer will each pay their own attorney's fees.