Common use of Examination of Title Clause in Contracts

Examination of Title. In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition The Title Commitment shall be issued by a Florida licensed title insurer agreeing to any encumbrances referred issue to hereinBUYER, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days upon recording of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expensedeed, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insuranceinsurance in the amount of the Purchase Price, if issuedinsuring BUYER’s marketable title to the real property, together subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with copies law. BUYER shall have five (5) days from date of all instruments identified in receiving the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitmentexamine it, Buyer determines that the status of and if title reflected in such Title Commitment is unacceptable for any reasonable objectionfound defective, Buyer shall so notify Seller SELLER in writing specifying such objectionable mattersthe defect(s), which renders title unmarketable. Seller SELLER shall have a period of thirty (30( ) days following the from receipt of such notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from Buyer all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure such defect; providedsaid defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, however, that Seller this transaction shall not then be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller closed within ten (10) days of receipt the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of any objectionable matters set forth receipt to examine same in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptionsaccordance with this provision.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition Within two (2) Business Days following the date on which Seller signed this Agreement, Seller shall deliver to any encumbrances referred to hereinPurchaser its most recent title insurance commitment and/or policy covering the Real Property. Thereafter, BUYER Purchaser shall take apply for a title to insurance commitment (the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20“Commitment”) days of the execution of this Agreement Buyer shall order from the Title Company at Buyeror its agent for the issuance of the Owner’s expenseTitle Policy, a upon recording of the Deed (as hereinafter defined). Purchaser may also obtain an update of Seller’s existing survey or new survey of the Real Property (the “Survey”). Said Commitment shall agree to insure the proposed title of Purchaser to the Real Property subject only to such title exceptions as are shown thereon (and not cured prior to Closing). If title to the Real Property or the Survey contains title exceptions or discloses matters to which Purchaser objects (“Title Defects”), Purchaser shall notify Seller of such fact. Purchaser’s notice shall be given no later than ten (10) days from the date Purchaser receives the Commitment with an effective date and the Survey (but in no earlier event later than thirty five (305 ) days prior to the date end of this Agreement issued through the Title Company and setting forth the state Due Diligence Period without regard to receipt of title to the Property and all exceptions to coverage an updated or new Survey), after which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten Seller shall notify Purchaser within two (102) days Business Days of receipt of Purchaser’s notice whether Seller intends to cure the Title CommitmentDefects, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defectsand satisfy of record all mortgages, deeds of trust, liens, delinquent taxes, judgments and mechanic’s liens (collectively, “Monetary Encumbrances”). If Seller is unable or elects not unwilling to cure such defects Title Defects, Purchaser shall, subject to the remaining provisions of this Section, have the option of either accepting title to the Real Property without abatement of the Purchase Price, or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following of terminating this Agreement by giving written notice of such election to Seller prior to the expiration of such period Buyer may either terminate this Agreement orthe Due Diligence Period and, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Pricelatter event, the Exxxxxx Money Deposit shall be returned to Purchaser, and the rights and obligations of the parties hereto shall cease and terminate. From and after the Effective Date, Seller shall not execute any agreement, document or other encumbrance that will bind the Property or Purchaser after the Closing Date without the express prior written consent of Purchaser, which may be granted or withheld in Purchaser’s sole discretion. If Buyer Seller fails to notify Seller within ten (10) days cure and satisfy of receipt record a Monetary Encumbrance at or prior to Closing, then Purchaser shall have all remedies available under Section 17.1 below or may proceed to Closing with an abatement of the Title Commitment of any objectionable matters set forth in Purchase Price to the Title Commitment, then all matters set forth in Schedule B-2 extent of the Title Commitment shall be the “Permitted ExceptionsMonetary Encumbrances.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition to any encumbrances referred to herein, BUYER (a) Seller shall take convey title to the property Property by Limited Warranty Deed subject to: (i) all taxes for the year in which the Closing occurs and subsequent years not yet due and payable; (ii) zoning and other ordinances affecting the Property; (iii) all matters which would be shown by current accurate survey and inspection of the Property, and (iv) all matters of record (the foregoing Section 5 (a)(i) – (iv) being hereinafter referred to collectively as the “Permitted Title Exceptions”). Within forty- five (45) days from and after the Effective Date, Buyer shall obtain and deliver to Seller an owner’s title insurance commitment for the Property and may notify Seller in writing of any objections to the Permitted Title Exceptions. In the event Xxxxx does not notify Seller prior to the end of said forty (45) day period of any unacceptable defects in the Permitted Title Exceptions, Buyer shall have waived the right to object to same and shall have agreed to accept title subject to the Permitted Title Exceptions. In the event Buyer notifies Seller of any defects to the Permitted Title Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date expiration of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurancesaid forty-five (45) day period, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten Seller shall notify Buyer within five (105) business days of its receipt of the Title Commitment, Buyer determines that the status of Buyer’s notice as to which title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. defects Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer cure or refuse to cure such defectcure; provided, however, that in no event shall Seller shall not be obligated to cure any such defectsdefects other than mortgages or other monetary liens caused by Seller capable of being satisfied by payment of a sum certain. If Seller is unable fails to give Buyer written notice as to which title defects Seller shall cure or elects not refuse to cure, Seller shall be deemed to have refused to cure such defects or provide an alternative Title Commitment within title defects. Buyer shall have five (5) business days from receipt of Seller’s notice in which to elect to accept the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title Property subject to such defects not cured matters without deduction from the Purchase Price, or to decline to accept the Property in which event the Deposit shall be returned to Buyer, and this Agreement shall terminate, and the parties shall have no further obligations hereunder, except as to matters which expressly survive as set forth in this Agreement. If Xxxxx fails to give Seller written notice of Xxxxx's election by Sellerthe end of said five (5) business days period, then Buyer shall be deemed to have elected to accept the Property subject to the Permitted Title Exceptions without any deduction or adjustment in from the Purchase Price. If Seller satisfies all such title defects and encumbrances prior to Closing, then the transaction contemplated hereby shall be closed in accordance with its terms. If Seller does not satisfy all such title defects and encumbrances that Seller has agreed to satisfy on or before the Closing, then Buyer fails shall have the right to notify Seller within ten elect on or before the date of Closing either: (10i) days of receipt of not to close the Title Commitment of any objectionable transaction contemplated hereby in which event the Deposit shall be refunded to Buyer, this Agreement shall terminate, and the parties shall have no further obligations hereunder, except as to matters which expressly survive as set forth in this Agreement, or (ii) to close the Title Commitmenttransaction contemplated hereby without regard to such unsatisfied defects and encumbrances, then all matters set forth in Schedule B-2 of which event the Title Commitment transaction contemplated hereby shall be the “Permitted Exceptionsclosed in accordance with its terms, without a reduction in Purchase Price.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition Purchaser shall have until (i) December 28, 1999 with respect to any encumbrances referred the Tranche A Facilities and (ii) January 21, 2000 with respect to herein, BUYER shall take the Tranche B Facilities to examine title to each of the property subject Facilities and to the Permitted Exceptions obtain Surveys (as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior and to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying of any defects in title which may be revealed by Purchaser's examination (which defects may include any matters revealed by the Surveys), including Monetary Encumbrances and any title defects that are non-monetary in nature ("Non-Monetary Defects") (provided, however, that Purchaser shall not object to matters or defects, other than Monetary Encumbrances, to the extent such objectionable mattersmatters or defects were specified as exceptions on any proforma marked leasehold title insurance policies delivered to the Alterra Lessees in connection with the inception of the Existing Leases, which matters or defects shall be deemed to be Permitted Title Exceptions hereunder). Within one (1) day after Seller's receipt of Purchaser's notice with respect to any Facility, Seller shall have a period of thirty (30) days following give notice to Purchaser either refusing to cure the receipt of such notice from Buyer applicable Non-Monetary Defects or setting forth Seller's intent to cure such defectNon-Monetary Defects and stating in detail how Seller will accomplish same. Failure of Seller to timely give such notice shall be deemed to be a refusal by Seller to cure any such Non-Monetary Defects. Upon the later of receipt of Seller's notice or expiration of the one (1) day period, then Purchaser may, at any time on or prior to December 30, 1999 with respect to the Tranche A Facilities or January 25, 2000 with respect to the Tranche B Facilities, by notice to Seller, (i) elect to terminate Purchaser's obligation to purchase such Facility pursuant to this Agreement, whereupon the Earnxxx Xxxey with respect to such Facility shall be promptly refunded to Purchaser, this Agreement shall be null and void with respect to such Facility and neither party shall have any further rights, duties or obligations hereunder with respect to such Facility but which termination shall not release or relieve either party hereunder with respect to the remainder of the Facilities for which no such termination notice was given or (ii) accept title to such Facility subject to the Non-Monetary Defects that Seller has not undertaken to cure, in which event such Non-Monetary Defects, together with all title exceptions and matters appearing on the Title Commitment with respect to such Facility to which Purchaser did not object, will be deemed Permitted Title Exceptions hereunder. If Purchaser elects option (ii) as to any Facility and at the applicable Facility Closing Seller fails to cure the applicable Non-Monetary Defects in the manner Seller has undertaken to so cure in its notice to Purchaser to the satisfaction of Purchaser, Purchaser will again have the options set forth in (i) and (ii) above as its sole and exclusive remedy; provided, however, in the event Seller was unable to effect such cure after exercise of reasonable efforts, Seller may by notice extend the Facility Closing Date for such Facility for an additional ninety (90) days to enable Seller to attempt to effect such cure, in which event if Seller is unable to cure Purchaser will once again have the options set forth in (i) and (ii) above as its sole and exclusive remedy and provided further, however, the Facility Purchase Price applicable to any Facility for which Seller has so extended shall be deducted from the $30,000,000.00 aggregate Facility Purchase Prices required to be consummated by Purchaser by December 30, 1999 pursuant to Paragraph 3. Seller agrees not to further voluntarily alter or encumber in any way title to any Facility after the date of this Agreement. In the event that Purchaser fails to timely notify Seller of title defects as to any Facility, then such failure to notify Seller shall constitute a waiver of Purchaser's right to object to any Non-Monetary Defects with respect to any Facility but shall not be obligated a waiver of Seller's absolute obligation hereunder to cure any Monetary Defects, nor a waiver of Purchaser's right to object to matters that arise subsequent to such defectsdate. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with Purchaser shall have the right to take re-examine and update title subject to such defects not cured by Seller, without any deduction or adjustment Facility and update the applicable Survey through and including the applicable Facility Closing Date and in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of event any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.such examination or

Examination of Title. In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) business days of Buyer’s receipt of the last item of the Evidence of Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of Buyer’s discovery of a defect in the marketability of Seller’s title to the Property which defect was not reasonably ascertainable from the Evidence of Title, Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the Property and request that Seller make Seller’s title marketable (“Objections”). Buyer shall have no obligation to object to any mortgage or other lien, the release of all of which shall be provided by Seller at closing. Buyer’s failure to object to defects in the marketability of Seller’s title to the Property, in writing, within the time period set forth above, will be deemed a waiver of Buyer’s right to require Seller to cure such defects. Such waiver will not, however, entitle Seller to exclude such defects from the warranties of title contained in Seller’s Deed to Buyer. If Buyer notifies Seller of Objections within the time period set forth above, Seller will use Seller’s best efforts to make Seller’s actual and record title to the Property marketable. Within ten (10) days of Seller’s receipt of Buyer’s Objection(s), Seller must notify Buyer, in writing, if Seller will attempt to make Seller’s title to the Title Commitment Property marketable. If Seller notifies Buyer that Seller will attempt to make Seller’s title to the Property marketable, Seller will have up to forty-five (45) days from Seller’s receipt of any objectionable matters set forth Buyer’s Objections to do so, and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within the forty-five day period, Seller will notify Buyer, in writing, and the Title Commitment, then all matters set forth in Schedule B-2 Parties must close pursuant to the terms of the Title Commitment shall Agreement. The new “Date of Closing” will be the “Permitted Exceptions.” Also, any objectionable matters which date fifteen (15) days from the date Seller notifies Buyer that Seller’s title is marketable. If Seller notifies Buyer that Seller does not intend to make Seller’s title marketable or if Seller notifies Buyer that Seller intends to make Seller’s title marketable but is unable or elects not to cure which are accepted by do so within forty-five (45) days from Seller’s receipt of Buyer’s Objections, Buyer shall also be Permitted Exceptions.may either:

Examination of Title. In addition Notwithstanding the foregoing, Purchaser will have until 5:00 P.M. (Eastern time) on the Termination Notice Date to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of examine title to the Property and all exceptions notify Sellers in writing of any objections to coverage title or which would appear in an owner’s policy may be revealed by Purchaser's examination, including any objections to any of the Permitted Exceptions listed on Exhibit 15.3 (called herein Sellers' "Notice of Title Objections"). Purchaser will deliver to Sellers, expeditiously after its receipt by Purchaser, a current title insurance, if issuedcommitment for the Property, together with legible copies of all instruments identified in title exceptions shown or disclosed thereon. The Notice of Title Objections, if and when delivered by Purchaser to Sellers, shall enumerate with specificity all title exceptions and objections which are acceptable to Purchaser, and all title exceptions or objections which are unacceptable to Purchaser (and all such title exceptions and objections which are so enumerated as acceptable to Purchaser (together with all such matters which are neither enumerated as acceptable nor unacceptable, all of which shall be deemed to be acceptable), shall supplement the items listed on Exhibit 15.3 and shall become Permitted Exceptions for all purposes of this Agreement). In the event that Purchaser fails to give a Notice of Title Commitment as exceptions to title. If Objections on or before ten (10) days the Termination Notice Date, then such failure to notify Sellers timely will constitute a waiver of receipt such right to object to any title defects, and this Agreement will remain in full force and effect in accordance with its terms and the purchase and sale contemplated hereby will be closed as herein provided, with Exhibit 15.3 as well as all exceptions shown on Purchaser's title commitment shall be deemed acceptable to Purchaser. Whether or not Purchaser shall have previously furnished to Sellers any Notice of Title Objections pursuant to the Title Commitmentprovisions of this Section 15.3, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so Purchaser may at or prior to Closing further notify Seller Sellers in writing specifying such objectionable matters. Seller of any objections to title (which would result in the Property not being free and clear of all Liens, tenancies, leases, restrictions, encumbrances, charges, security interests, covenants and easements of every kind, except only Permitted Exceptions) arising between (1) 5:00 P.M. (Eastern time) on the "Title Objection Date" (which for this purpose shall mean the date on which Purchaser shall have a period given Sellers its Notice of thirty Title Objections), and (302) days following the receipt of such notice from Buyer Closing Date. With respect to cure such defect; provided, however, that Seller shall not be obligated any objections to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in such further notice, Sellers will have the same obligations and Purchaser will have the same rights as those which apply to any Notice of Title Commitment, then all matters set forth in Schedule B-2 of Objections resulting from a title examination made by Purchaser on or before the Title Commitment shall be the “Permitted ExceptionsTermination Notice Date.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition Within a reasonable time after acceptance of this Agreement, Seller shall furnish Buyer with an Abstract of Title or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Buyer shall have 10 business days after receipt of the Abstract of Title or Registered Property Abstract either to have Xxxxx’s attorney examine the title and provide Seller with written objections or, at Xxxxx’s own expense, to make an application for a title insurance policy and notify Seller of the application. Buyer shall have 10 business days after receipt of the commitment for title insurance to provide Seller with a copy of the commitment and written objections. Buyer shall be deemed to have waived any encumbrances referred title objections not made within the applicable 10 day period set forth above, except that this shall not operate as a waiver of Seller’s covenant to hereindeliver a Warranty Deed, BUYER unless a Warranty Deed is not specified above. If any objections is so made, Seller shall take have 10 business days from receipt of Buyer’s written title objections to notify Buyer of Seller’s intention to make title marketable within 120 days from Seller’s receipt of such written objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within 10 days after written notice to Buyer the parties shall perform this Purchase Agreement according to its terms. If no such notice is given or if notice is given but title is not corrected within the time provided for, this Purchase Agreement shall be null and void, at option of Buyer; neither party shall be liable for damages hereunder to the other and xxxxxxx money shall be refunded to Buyer. Buyer and Seller agree to sign cancellation of Purchase Agreement. If title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days be found marketable or be so made within said time, and Buyer shall default in any of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company agreements and setting forth the state of title to the Property and all exceptions to coverage which would appear continue in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable default for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following 10 days, then and in that case the receipt Seller may terminate this contract and on such termination all payments made upon this contract shall be retained by Sellers as liquidated damages, time being of such notice from Buyer to cure such defect; provided, however, that Seller the essence. This provision shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration deprive either party of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject enforce the specific performance of this contract provided this contract has not been terminated and provided action to enforce such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment specific performance shall be the “Permitted Exceptionscommenced within six months after such right of action shall arise.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition to any encumbrances referred to hereinWithin fourteen (14) days of Xxxxx’s receipt of the last item of the Evidence of Title, BUYER shall take Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the property subject to Property and state the curative actions requested of Seller (“Objections”). The Permitted Exceptions Encumbrances may not serve as hereinafter defineda basis for an Objection. Within twenty fourteen (2014) days of Seller’s receipt of Xxxxx’s Objections, Seller will notify Buyer, in writing, if Seller will attempt to make Seller’s title to the execution of this Agreement Property marketable. If Seller notifies Buyer shall order from that Seller will attempt to make Seller’s title to the Title Company at Buyer’s expenseProperty marketable, a Title Commitment with an effective date no earlier than Seller will have up to thirty (30) days prior from Seller’s receipt of Buyer’s Objections to do so (the “Cure Period”), or to obtain appropriate modifications to the date Title Commitment and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within the Cure Period, Seller will notify Buyer, in writing, and the Parties will close pursuant to the terms of this Agreement issued through Agreement. Any defects in the Title Company and setting forth the state marketability of Seller’s title to the Property and all exceptions to coverage which would appear Xxxxx does not object to, in an owner’s policy writing, within the time period set forth above, will be deemed Permitted Encumbrances. Buyer specifically agrees that notwithstanding the continued existence of title insurance, if issued, together with copies of all instruments identified a defect or defects in the Title Commitment as exceptions marketability of Seller’s title to title. If on or before ten (10) days of receipt of the Title CommitmentProperty, Buyer determines that Seller will be deemed to have satisfied Buyer’s Objections if Xxxxx’s title insurer removes the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject matters giving rise to such defects not cured by Seller, without any deduction or adjustment in from the Purchase Price. If Buyer fails to notify Seller within ten (10) days list of receipt of the Title Commitment of any objectionable matters requirements and/or exceptions set forth in the Title Commitment, then all matters set forth in Schedule B-2 of Commitment or agrees to endorse the Title Commitment shall be to insure Buyer against loss or damage resulting directly from the “Permitted Exceptions.” Alsomatters giving rise to such defect(s). Notwithstanding any provisions herein, any objectionable matters which Seller must satisfy all liens on the Property on or before the Date of Closing. If Seller notifies Buyer that Xxxxxx does not intend to cure Buyer’s Objections or if Seller notifies Buyer that Seller intends to cure Buyer’s Objections to title but is unable to do so or elects not obtain appropriate modifications to cure which are accepted by the Title Commitment within the Cure Period, Buyer shall also be Permitted Exceptions.may either:

Examination of Title. In addition Seller shall obtain a current commitment for title insurance (the “Commitment”) issued by Escrow Agent (the “Title Company”), agreeing to any encumbrances referred issue an ALTA-Form B (1992) owner’s title insurance policy or equivalent form reasonably acceptable to hereinPurchaser with respect to the Property, BUYER shall take in the amount of the Purchase Price, dated as of the Closing Date, indicating title to the property Property is vested in Purchaser (or Purchaser’s designees pursuant to Article XII) subject only to the Permitted Exceptions (as hereinafter defineddefined herein). Within twenty (20) days of the execution of this Agreement Buyer Seller shall order from the Title Company obtain, at Buyer’s its sole cost and expense, a Title Commitment with an effective date no earlier than thirty new or updated survey of the Property (30) days prior the “Survey”). Purchaser will have until Termination Notice Date to the date of this Agreement issued through the Title Company and setting forth the state of examine title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying of any objections to title that may be revealed by Purchaser’s examination (called herein the “Notice of Title Objections”). Purchaser will deliver to Seller, promptly after its receipt by Purchaser, a copy of the Commitment and a copy of the Survey. The Notice of Title Objections, if and when delivered by Purchaser to Seller, shall enumerate all title exceptions or objections that are unacceptable to Purchaser (and all such objectionable matterstitle exceptions and objections that are not so enumerated as unacceptable to Purchaser shall be deemed to be acceptable and shall become Permitted Exceptions for all purposes of this Agreement). In the event that Purchaser fails to give a Notice of Title Objections on or before the Termination Notice Date, then such failure to timely notify Seller shall have will constitute a period of thirty (30) days following the receipt waiver of such notice from Buyer right to cure such defect; object to any title defects, and this Agreement will remain in full force and effect in accordance with its terms and the purchase and sale contemplated hereby will be closed as herein provided, however, that Seller shall not be obligated with all exceptions shown on the Commitment being deemed acceptable to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration Purchaser and becoming Permitted Exceptions for all purposes of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted ExceptionsAgreement.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition Buyer shall have until the applicable Option Closing Date (as defined in Section 9 hereof) within which to examine title to any encumbrances referred to hereinof the Properties, BUYER shall take title and Buyer, prior to the end of such period, shall advise Seller of any defects or objections affecting the marketability of title with respect to any Designated Property, as represented by Seller in Section 10 hereof, disclosed by such examination (a "Defect"), other than (a) real property subject ad valorem taxes and unpaid installments of assessments that are not yet due and payable, (b) recorded utility easements which do not impose any monetary obligation on the owner of the Property and which do not materially interfere with the use of or access to the Permitted Exceptions as hereinafter defined. Within twenty Property, (20c) days rights of the execution patients of this Agreement Buyer shall order from the Facility, (d) any state of facts an accurate survey would disclose, provided that such facts do not render title unmarketable, (e) financing statements and liens on personalty filed more than seven (7) years prior to the Option Closing Date and not renewed, or filed against personalty no longer located on the Property, (f) zoning regulations and ordinances that are not violated by the existing structures or present use thereof and that do not render title unmarketable, (g) such other matters as the Title Company at Buyer’s expense(as defined in the Facilities Purchase Agreement) shall be willing, without special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Property, and (h) non-material encumbrances which have arisen after the Effective Date other than by voluntary encumbrance of Seller (herein referred to collectively, as the "Permitted Exceptions") (Defects other than Permitted Exceptions are herein called "Objectionable Defects"). Seller shall then have a Title Commitment with an effective date no earlier reasonable time, not less than thirty (30) days from the date of notice of such Objectionable Defect from Buyer, to cure such Objectionable Defect and shall in good faith exercise reasonable diligence to cure such Objectionable Defect. If Seller fails or refuses to cure any valid Objectionable Defect prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of receipt Option Closing Date for any of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable Designated Properties or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day cure period, within twenty (20) days following whichever is less, in addition to the expiration of such period other rights and remedies that Buyer may either terminate this Agreement orhave in law or in equity, Buyer may, at its electionoption: (x) cure any such Objectionable Defect, maintain this Agreement in effect which event the Purchase Price for the Designated Property shall be reduced, in addition to any Purchase Option Deposits (if any), by an amount equal to the reasonable costs and expenses incurred by Buyer in connection with Buyer's to cure such Objectionable Defect; (y) accept title to the right to take title Designated Property subject to such defects not cured by Seller, without Objectionable Defect or Objectionable Defects; or (z) any deduction or adjustment in combination of the Purchase Priceabove. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by such Objectionable Defect pursuant to subsection (x) hereof, Buyer at its option, upon giving notice to Seller, may extend the Option Closing Date (and if necessary, the Expiration Date) for the Designated Property for ninety (90) days. If any Defect shall also be Permitted Exceptionsnot have been cured within such period, Buyer may exercise its option under either subsection (x) or (y) hereof.

Examination of Title. In addition From the date hereof until 5:00 p.m. Eastern time on March 24, 2014 (the “Title Inspection Period”) Buyer shall have the opportunity to review the Title Commitment, any encumbrances referred amendments thereto issued during the Title Inspection Period, the exceptions to hereintitle disclosed in the Title Commitment, BUYER shall take all Survey Matters and all other aspects of Seller’s title to the property Property. On or before the expiration of the Title Inspection Period, Buyer shall notify Seller in writing of any bona-fide defect in title to the Property, or any other matter which is indicated on the Title Commitment or any Survey Matter to which Buyer objects. If Buyer does so notify Seller of a defect in title or other matter objectionable to Buyer within the prescribed time, Seller shall have five (5) days in which to determine whether to cure the defect or other matter so objected to by Buyer and to notify Buyer of Seller’s decision in this regard. If Seller does not so notify Buyer within said five (5) day period, then Seller shall be deemed to have elected not to remove such exceptions. If Seller elects, or is deemed to have elected, not to remove such exceptions, Buyer may terminate this Agreement within five (5) days of receipt of Seller’s notice, and the Deposit shall be returned to Buyer. If Buyer fails to give to Seller a Title Objection Notice prior to the expiration of the Title Inspection Period or fails to terminate this Agreement as set forth in the preceding sentence, Buyer (i) shall no longer have any right to terminate this Agreement under this Section 3.3 and (subject to the Permitted Exceptions as hereinafter defined. Within twenty (20provisions of Sections 3.4 and 3.5) days of shall be bound to proceed to Closing and consummate the execution transaction contemplated hereby pursuant to the terms of this Agreement Buyer Agreement, and (ii) shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior be deemed to the date of this Agreement issued through the Title Company and setting forth have approved the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in as it exists on the Title Commitment as exceptions to title. If on or before ten (10) days of receipt effective date of the Title Commitment, Buyer determines that as last amended during the status of title reflected in such Title Commitment is unacceptable for any reasonable objectionInspection Period. Notwithstanding the foregoing, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period be responsible for discharging any mortgages or voluntary monetary liens (other than municipal liens not yet due and payable), including mechanics’ liens for unpaid work at the Property performed on behalf of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction (collectively, “Monetary Liens”) at or adjustment in the Purchase Price. If Buyer fails prior to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted ExceptionsClosing.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition Provided that Seller delivers to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with Purchaser copies of all instruments identified in Seller's existing title policies (and not just commitments) and surveys for the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller Operating Residences within ten (10) days after the date of receipt this Agreement, Purchaser shall have until the date forty-five (45) days after the date of this Agreement to examine title to each of the Operating Residences and to obtain Surveys (as hereinafter defined) and to deliver to Seller copies of title commitments issued by Title Commitment Company and such Surveys. Such forty-five (45) day period shall be extended one (1) day for each day that Seller is late in delivering the copies of Seller's title policies and surveys (provided that if Seller notifies Purchaser that Seller lacks such items, such forty-five (45) day period shall commence as of the date of such notice). Purchaser shall, within such period, notify Seller in writing of any objectionable defects in title which may be revealed by Purchaser's examination (which defects may include any matters set forth revealed by the Surveys), including Monetary Encumbrances and any title defects that are non-monetary in nature other than Permitted Title Exceptions ("Non-Monetary Defects"). Purchaser agrees that Purchaser shall not object to (A) any recorded utility easements serving only an Operating Residence or any recorded utility easements serving adjacent properties and located on the Title CommitmentReal Property, then but, with respect to all matters set forth in Schedule B-2 such recorded utility easements Purchaser shall not object if and only to the extent (i) any building constituting a part of the Title Commitment shall be Improvements for such Operating Residence does not encroach upon and is not constructed over such easement, (ii) such easement has been located and identified by the “Permitted Exceptions.” Alsosurveyor on the Survey applicable thereto, any objectionable matters which Seller is unable and (iii) such easement does not render title unmarketable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.unreasonably interfere with the current or future operations of the

Examination of Title. In addition to any encumbrances referred to hereinWithin fourteen (14) days of Buyer’s receipt of the last item of the Evidence of Title, BUYER shall take Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the property subject to Property and state the curative actions requested of Seller (“Objections”). The Permitted Exceptions Encumbrances may not serve as hereinafter defineda basis for an Objection. Within twenty fourteen (2014) days of the execution Seller’s receipt of this Agreement Buyer shall order from the Title Company at Buyer’s expenseObjections, a Title Commitment with an effective date no earlier than Seller will notify Buyer, in writing, if Seller will attempt to make Seller’s title to the Property marketable. If Seller notifies Buyer that Seller will attempt to make Seller’s title to the Property marketable, Seller will have up to thirty (30) days prior from Seller’s receipt of Buyer’s Objections to do so (the “Cure Period”), or to obtain appropriate modifications to the date Title Commitment and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within the Cure Period, Seller will notify Buyer, in writing, and the Parties will close pursuant to the terms of this Agreement issued through Agreement. Any defects in the Title Company and setting forth the state marketability of Seller’s title to the Property and all exceptions to coverage which would appear Buyer does not object to, in an owner’s policy writing, within the time period set forth above, will be deemed Permitted Encumbrances. Buyer specifically agrees that notwithstanding the continued existence of title insurance, if issued, together with copies of all instruments identified a defect or defects in the Title Commitment as exceptions marketability of Seller’s title to title. If on or before ten (10) days of receipt of the Title CommitmentProperty, Buyer determines that Seller will be deemed to have satisfied Buyer’s Objections if Buyer’s title insurer removes the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject matters giving rise to such defects not cured by Seller, without any deduction or adjustment in from the Purchase Price. If Buyer fails to notify Seller within ten (10) days list of receipt of the Title Commitment of any objectionable matters requirements and/or exceptions set forth in the Title Commitment, then all matters set forth in Schedule B-2 of Commitment or agrees to endorse the Title Commitment shall be to insure Buyer against loss or damage resulting directly from the “Permitted Exceptions.” Alsomatters giving rise to such defect(s). Notwithstanding any provisions herein, any objectionable matters which Seller must satisfy all liens on the Property on or before the Date of Closing. If Seller notifies Buyer that Seller does not intend to cure Buyer’s Objections or if Seller notifies Buyer that Seller intends to cure Buyer’s Objections to title but is unable to do so or elects not obtain appropriate modifications to cure which are accepted by the Title Commitment within the Cure Period, Buyer shall also be Permitted Exceptions.may either:

Examination of Title. In addition to any encumbrances referred to herein, BUYER Buyer shall take title to the property Property subject to to: (1) real estate taxes for the Permitted Exceptions year of closing and thereafter, (2) assessments not yet due, (3) Leases and Service Contracts currently in place, (4) covenants, conditions, restrictions, rights of way and easements of record, if any, as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through Agreement, and (5) the DERM Restrictive Covenants. With respect to (1) (2) and (3) above, Buyer shall only be financially liable for Buyer’s prorata share, as further set forth in Section 8. Within five (5) days from the Effective Date of this Agreement, Sellers shall provide Buyer with the existing survey (“Survey”) and order a title commitment (“Title Company and setting forth Commitment”) for the state issuance of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insuranceinsurance from the Title Company. Buyer may, if issuedat its expense, together with copies obtain an updated survey (the “New Survey”) of the Property. Seller shall cause an independent municipal lien search company to perform a municipal lien search of the Property and Seller shall have all instruments identified municipals liens removed from title prior to Closing at Seller’s expense. On or prior to the expiration of the Feasibility Period, as hereinafter defined, Buyer shall notify Seller in writing of any items in the Title Commitment, the Survey, and/or the New Survey, which Buyer finds objectionable (the “Title and Survey Objections”). If Buyer does not timely deliver such written notice to Seller, then Buyer will be deemed to have approved all items reflected in the Title Commitment, and the Survey or the New Survey. On or prior to Closing, Seller shall be obligated to remove or cause to be removed any monetary liens consented to or caused by Seller prior to or after the Effective Date. All exceptions to title contained in the Title Commitment as exceptions other than monetary liens shall be deemed approved unless written objection is delivered to title. If Sellers on or before ten (10) days prior to the expiration of the Feasibility Period. Upon receipt of the Title Commitmentand Survey Objections, Sellers shall notify Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of their receipt thereof whether or not the Sellers elect to cure the Title and Survey Objections prior to Closing. If, however, Sellers elect not to cure all or any Title and Survey Objections, Buyer may either (1) terminate the Agreement, in which case the Deposit shall be returned to Buyer, or (2) proceed with the purchase of the Property subject to such exceptions. If one of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or and Survey Objections Seller’s elects not to cure which are accepted by is a monetary lien, with respect to (1) set forth above, Buyer shall also be Permitted Exceptionsentitled to Transaction Costs, as hereinafter defined. If Buyer elects to proceed with this transaction under the terms of this Agreement, then within five (5) days of receipt of Sellers’ written notification not to cure, Buyer shall notify Sellers in writing of its election to proceed with the transaction and Buyer shall be deemed to have waived the Title and Survey Objections and elected the purchase the Property.

Examination of Title. In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days of Buyer’s receipt of the Title Commitmentlast item of the Evidence of Title, Buyer determines may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the Property and request that Seller make Seller’s title marketable (“Objections”). The Permitted Encumbrances may not serve as a basis for an Objection. Any defects in the status marketability of Seller’s title reflected to the Property which Buyer does not object to, in such Title Commitment is unacceptable for any writing, within the time period set forth above, shall be deemed Permitted Encumbrances. Within three (3) days of Seller’s receipt of Buyer’s Objection(s), Seller must notify Buyer, in writing, if Seller will attempt to make Seller’s title to the Property marketable. If Seller notifies Buyer that Seller will attempt to make Seller’s title to the Property marketable, Seller must use Seller’s reasonable objectionefforts to do so as promptly as reasonably possible. If Seller notifies Buyer that Seller will attempt to make Seller’s title to the Property marketable, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of up to thirty (30) days following the from Seller’s receipt of such notice from Buyer Buyer’s Objections to cure such defect; provideddo so, however, that Seller the Date of Closing shall not be obligated postponed and the new Date of Closing shall be established pursuant to cure any such defectsthe provisions of this Section 11. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment makes Seller’s title marketable within the thirty (30) day period, within twenty (20) days following Seller shall promptly notify Buyer, in writing, and the expiration Parties shall close pursuant to the terms of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in Agreement. The new “Date of Closing” shall be the Purchase Price. If Buyer fails to notify Seller within date ten (10) days from the date Seller notifies Buyer that Seller’s title is marketable. If Seller notifies Buyer that Seller does not intend to make Seller’s title marketable or if Seller notifies Buyer that Seller intends to make Seller’s title marketable but, not withstanding Seller’s use of receipt of the Title Commitment of any objectionable matters set forth in the Title CommitmentSeller’s reasonable efforts, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by do so within thirty (30) days from Seller’s receipt of Buyer’s Objections, Buyer shall also be Permitted Exceptions.may either:

Examination of Title. In addition Purchaser shall obtain with respect to any encumbrances referred each Property a current commitment for title insurance (collectively, the "Commitment"), issued by the Title Insurer, agreeing to hereinissue an ALTA-Form B (1992) owner's title insurance policy or equivalent form reasonably acceptable to Purchaser with respect to each Property, BUYER shall take in the amount of the Purchase Price allocated to such Property, dated as of the Closing Date, indicating title to the property Property is vested in Purchaser (or Purchaser's Greens I Entity or Purchaser's Designees, as applicable) subject only to the Permitted Exceptions as hereinafter defined(collectively, the "Title Policy"). Within twenty (20) days of the execution of this Agreement Buyer Purchaser shall order from the Title Company also obtain, at Buyer’s its sole cost and expense, a Title Commitment with an effective date no earlier than thirty new survey of each Property, or at Purchaser's election, Purchaser may obtain a recertification of the survey delivered to Purchaser by Sellers (30in either case, collectively, the "Survey"). Purchaser will have until 5:00 P.M. (Eastern time) days prior on the Termination Notice Date to the date of this Agreement issued through the Title Company and setting forth the state of examine title to the Property and all exceptions notify Sellers in writing of any objections to coverage title which would appear in an owner’s policy may be revealed by Purchaser's examination, including any objections to any of title insurancethe Permitted Exceptions listed on Exhibit E (called herein the "Notice of Title Objections"). Purchaser will deliver to Sellers, if issuedpromptly after its receipt by Purchaser, a copy of the Commitment, together with copies of all instruments identified in title exceptions shown or disclosed thereon, and a copy of the Survey. The Notice of Title Commitment Objections, if and when delivered by Purchaser to Sellers, shall enumerate with specificity all title exceptions or objections which are unacceptable to Purchaser (and all such title exceptions and objections which are not so enumerated as exceptions unacceptable to titlePurchaser shall be deemed to be acceptable, shall supplement the items listed on Exhibit E, and shall become Permitted Exceptions for all purposes of this Agreement). If In the event that Purchaser fails to give a Notice of Title Objections on or before ten (10) days the Termination Notice Date, then such failure to timely notify Sellers will constitute a waiver of receipt of such right to object to any title defects, and this Agreement will remain in full force and effect in accordance with its terms and the Title purchase and sale contemplated hereby will be closed as herein provided, with Exhibit E, as well as all exceptions shown on Purchaser's Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer being deemed acceptable to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted ExceptionsPurchaser.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) days after the Village gives Notice of receipt Exercise of Option, Supreme shall obtain and provide to the Village for examination an ALTA commitment for title insurance for the Property (“Title Commitment”) issued by a title company that is agreeable to the Village and Supreme, and is licensed to write title insurance in Wisconsin (“Title Company”). Said Title Commitment shall commit the Title Company to insure title to the Property by an owners’ standard form ALTA policy in the amount of the Title Commitment, Buyer determines that most recent assessed value of the status of title reflected in such Title Commitment is unacceptable Property for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable mattersproperty tax purposes. Seller The Village shall have a period of thirty until five (305) business days following the receipt of such notice from Buyer prior to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right Due Diligence Period to take title subject deliver to such defects not cured by Seller, without Supreme written notice of any deduction or adjustment in objections to the Purchase Pricecondition of title. If Buyer the Village fails to notify Seller within ten deliver such notice five (105) business days of receipt prior to the expiration of the Title Commitment of any objectionable matters set forth in the Title CommitmentDue Diligence Period, then all matters set forth in Schedule B-2 the Village shall be deemed to have approved of the Title Commitment condition of title as shown by such commitment. Exceptions to title approved by the Village hereunder shall be the deemed to be “Permitted Exceptions.” AlsoIf Supreme, any objectionable matters which Seller through the exercise of commercially reasonable efforts, is unable or elects not to cure such objections to the condition of title prior to Closing, or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing to the satisfaction of the Village, the Village shall have the option, exercisable by written notice to Supreme on or before the Closing Date, either to: (i) terminate this Option Agreement, in which are accepted case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the Village does not give timely notice to terminate this Option Agreement, then the uncured objections to the condition of title shall become Permitted Exceptions and the Village shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.a. Notwithstanding anything to the contrary set forth in this Option Agreement, Supreme shall have an absolute obligation to satisfy or discharge any mortgages, money judgments or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All costs of providing such title commitment (including the GAP endorsement), and of issuing the title policy pursuant to such commitment, shall be borne equally by Buyer the Parties and shall also be Permitted Exceptionspaid at or before the Closing. After the effective date of this Option Agreement, Supreme shall not (without first obtaining the written consent of the Village): (i) permit any additional liens or encumbrances to be recorded against the Property, (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in any zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the Village. The Village shall have the right to order a gap endorsement at Supreme’s expense. The Village shall be responsible for the costs of any other endorsements requested by the Village. Xxxxxxx agrees to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to title.

Examination of Title. In addition Provided that Seller delivers to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with Purchaser copies of all instruments identified in Seller's existing title policies (and not just commitments) and surveys for the Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller Construction Residences within ten (10) days after the date of this Agreement, Purchaser shall have until the date forty-five (45) days after the date of this Agreement to examine title to each of the Construction Residences and to obtain Surveys (as hereinafter defined) and to deliver to Seller copies of title commitments issued by Title Company and such Surveys. Such forty-five (45) day period shall be extended one (1) day for each day that Seller is late in delivering the copies of Seller's title policies and surveys (provided that if Seller notifies Purchaser that Seller lacks such items, such forty-five (45) day period shall commence as of the date of such notice). Purchaser shall, within such period, notify Seller in writing of any defects in title which may be revealed by Purchaser's examination (which defects may include any matters revealed by the Surveys), including Monetary Encumbrances and any title defects that are non-monetary in nature other than Permitted Title Exceptions ("Non-Monetary Defects"). Purchaser agrees that Purchaser shall not object to (A) any recorded utility easements serving only a Construction Residence or any recorded utility easements serving adjacent properties and located on the Real Property, but, with respect to all such recorded utility easements Purchaser shall not object if and only to the extent (i) any building constituting a part of the Improvements for such Construction Residence does not encroach upon and is not constructed over such easement, (ii) such easement has been located and identified by the surveyor on the Survey applicable thereto, and (iii) such easement does not render title unmarketable or unreasonably interfere with the current or future operations of the Construction Residence, (B) any minor encroachments of improvements such as fences, paving or similar improvements, and (C) any other matters as Purchaser in the exercise of good faith reasonably determines will not have a material adverse impact on Purchaser's operation of the Construction Residence or otherwise is a defect that is not a material impediment to Purchaser's ability to finance or convey such Construction Residence. (A) - (C) shall be deemed to be "Permitted Title Exceptions" hereunder. Within ten (10) days after Seller's receipt of Purchaser's notice with respect to any Construction Residence, Seller shall give notice to Purchaser either (x) refusing to cure the applicable Non-Monetary Defects or (y) setting forth Seller's intent to cure such Non-Monetary Defects and stating in detail how Seller will accomplish same. Failure of Seller to timely give such notice shall be deemed to be a refusal by Seller to cure any such Non-Monetary Defects. Upon the later of receipt of Seller's notice or expiration of the ten (10) day period, then Purchaser may, at any time prior to ten (10) days after the receipt by Purchaser of Seller's response or expiration of Seller's response time, by notice to Seller, (i) elect to terminate Purchaser's obligation to purchase such Construction Residence 9 15 pursuant to this Agreement, whereupon the provisions of Section 14 shall be applicable with respect to such Construction Residence, or (ii) accept title to such Construction Residence subject to the Non-Monetary Defects that Seller has not undertaken to cure, in which event such Non-Monetary Defects, together with all title exceptions and matters appearing on the Title Commitment with respect to such Construction Residence to which Purchaser did not object, will be deemed Permitted Title Exceptions hereunder. If Seller elects option (y) as to any Construction Residence and at the applicable Residence Closing Seller fails to cure the applicable Non-Monetary Defects in the manner Seller has undertaken to so cure in its notice to Purchaser to the satisfaction of any objectionable matters Purchaser, Purchaser will again have the options set forth in (i) and (ii) above. Seller agrees not to further voluntarily alter or encumber in any way title to any Construction Residence after the Title Commitmentdate of this Agreement, except for encumbrances imposed in the ordinary course of business of which Seller notifies Purchaser and which Seller will cause to be removed at or prior to the applicable Residence Closing. In the event that Purchaser fails to timely notify Seller of title defects as to any Construction Residence, then all such failure to notify Seller shall constitute a waiver of Purchaser's right to object to any Non-Monetary Defects with respect to any Construction Residence but shall not be a waiver of Seller's absolute obligation hereunder to remove Monetary Encumbrances, nor a waiver of Purchaser's right to object to matters that arise subsequent to such date. Purchaser shall have the right to re-examine and update title to any Construction Residence and update the applicable Survey through and including the applicable Residence Closing Date and in the event any such examination or update reveals any new matters first arising or appearing of record subsequent to Purchaser's first examination of title (other than Permitted Title Exceptions), then (i) if such new matters were voluntarily imposed by Seller in violation of this Section 5.A, Seller shall be in default hereunder and the provisions of Section 18.B shall apply or (ii) if such new matters were not voluntarily imposed by Seller, then Purchaser shall have the right to object to same and will again have the options set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions(i) and (ii) above.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.

Examination of Title. In addition to any encumbrances referred to hereinWithin a reasonable time after acceptance of this Agreement, BUYER Seller shall take furnish Buyer with a title to commitment issued by Land Title, Inc. for the property subject to the Permitted Exceptions as hereinafter definedincluding proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued through the Title Company and setting forth the state of title to the Property and all exceptions to coverage which would appear in an owner’s policy of title insurance, if issued, together with copies of all instruments identified in the Title Commitment as exceptions to title. If on or before ten (10) business days of following receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objectioncommitment, Buyer shall so provide Seller with written objections or, at Xxxxx’s own expense, to make an application for a title insurance policy and notify Seller in writing specifying such objectionable mattersof the application. Buyer shall be deemed to have waived any title objections not made within a 10 business day period after exam of title, except that this shall not operate as a waiver of Seller’s covenant to deliver a Receiver Deed, unless a Receiver Deed is not specified above. If any objection is so made, Seller shall have a period of thirty (30) 10 business days following the from receipt of such notice from Buyer’s written title objections to notify Buyer of Seller’s intention to cure such defect; provided, however, that Seller shall not be obligated objections or terminate this Purchase Agreement. If notice to cure any such defectsis given by Seller, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within 10 days after written notice to Buyer the parties shall perform this Purchase Agreement according to its terms. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day periodterminates this Purchase Agreement, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price. If Buyer fails to notify Seller within ten (10) days of receipt of the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment neither party shall be liable for damages hereunder to the “Permitted Exceptionsother and Xxxxxxx Money shall be refunded to Buyer; Buyer and Seller agree to sign cancellation of Purchase Agreement.” Also, any objectionable matters which Seller is unable or elects not to cure which are accepted by Buyer shall also be Permitted Exceptions.