Common use of Preliminary Evidence of Title Clause in Contracts

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties: 3.2.1 Commitments (the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies committing to insure, at standard rates, title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective Seller. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each Seller, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers Contributors and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties: 3.2.1 5.2.1 Commitments (the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies committing to insure, at standard rates, title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective SellerContributor. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey Survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land Land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 5.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each SellerContributor, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 5.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the SellersContributors, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 5.2.4 Current ALTA/ACSM land title surveys of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the The following documents to evidence evidencing the condition of the each Property Owner's title to each of the PropertiesIndividual Property owned by such Property Owner shall be obtained as follows: 3.2.1 Commitments (i) Purchaser shall obtain a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (19871970) Owner's Title Insurance Policies Policy (or at Purchaser's option a date down endorsement to the Property Owner's current owner's title insurance policy) proposing to insure Purchaser or Purchaser's designee and committing to insure, at standard rates, insure title to each Property as being good and marketable, subject only to the Permitted Exceptions, Individual Premises in the amount of the fair market value allocable portion of each the Purchase Price attributable to such PropertyIndividual Premises, issued by a title company acceptable to through the national office of First American Title Insurance Company and the Partnership (the "Title Insurer") designated by Purchaser, in coordination with the Title Insurer's local agency (if applicable), and irrevocable for at least nine (9) months. The Title Commitments Commitment shall be effective as of the Closing Date, and shall reflect that show fee simple title is held by to the respective SellerIndividual Premises in the applicable Property Owner. Each The Owner's Title Insurance Policy to be issued to Purchaser at the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain (to the extent applicable and available) an extended coverage endorsement over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shallpolicy, in additiona Florida Form 9 endorsement, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement (including coverage as to parking), an access endorsement, coverage insuring any easements for utilities servicing the Individual Premises that do not connect to the Properties are zoned Individual Premises from a public street, an endorsement over or waiver of any creditors' rights exclusion or exception, an endorsement which keeps the policy in effect notwithstanding a technical dissolution of the applicable Property Owner, a non-imputation endorsement with respect to the applicable Property Owner, if available, and such other endorsements as counsel for Purchaser shall reasonably deem appropriate. In the event that said non-imputation endorsement is not available in the state in which an Individual Property is located, the applicable Property Owner shall deliver to Purchaser a Non-Imputation Affidavit in the form attached hereto as Exhibit W (the "Non-Imputation Affidavit"). The Owner's Title Insurance Policy for each Individual Property located in Florida may, if applicable, contain an exception for the buildings and rights of tenants under Section 723.071, Florida Statutes, with respect to any subsequent sale of such Individual Premises. (ii) Within fifteen (15) days after the operation thereof as contemplated by the terms and provisions date of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred Sellers shall furnish to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written Purchaser written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company reasonably acceptable to Purchaser of the Partnership. The UCC Searches shall name records of the County Recorder of the County and Secretary of State of the State in which the Individual Property is located and the state in which each Seller, Prior Occupant, Seller was formed and Property, and shall search the appropriate land records and central filing office state in which each Property Owner was formed for Uniform Commercial Code ("UCC") financing statements, tax liens, judgments and the like in the name of the applicable Seller and Property Owner, the Individual Property and any other name or location reasonably requested by Purchaser, effective as of a date after the date of this Agreement. 3.2.3 Legible (iii) Purchaser shall obtain legible copies of all documents of record referred to in any the Title Commitment or disclosed by the UCC Searches. Within fifteen (15) days after the date of this Agreement, and the Sellers shall furnish to Purchaser all other documents 9 <PAGE> evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any the Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys (iv) Purchaser shall obtain, at Purchaser's expense, a current plat of each survey or update of the Properties an existing survey (the "SurveysSurvey") of the Individual Premises dated on or after the date of this Agreement, certified to the Partnership and applicable Property Owner, Purchaser or Purchaser's designee, the Title Insurer and Diversified (and such other persons or entities as the Partnership Purchaser may designate) by a surveyor registered in the State where in which the Property is locatedIndividual Premises are located as having been prepared (a) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", as jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1999, and including items 1 through 13 of Table A thereof, and (b) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each The Survey shall be also contain the surveyor's certification whether the Individual Premises are located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and whether the Title Insurerrequirements of the National Flood Insurance Program are applicable to the Individual Premises.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties: 3.2.1 Commitments (the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies (and for any Properties located within the State of Texas the standard form of commitment for title insurance promulgated by the Texas State Board of Insurance) committing to insure, at standard rates, title to each Property as being good and marketablemarketable (except for Properties located within the State of Texas, in which case such title shall be good and indefeasible), subject only to the Permitted Exceptions, in the amount of the fair market value Purchase Price of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective Seller. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain (to the extent available under applicable state law) an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each If available for a title insurance policy under applicable laws and regulations in the state of issuance, , each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each Seller, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys (if available in the jurisdiction or their equivalent if not available in such jurisdiction) of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer, provided that the Partnership shall accept a recertified Survey on any Property if the Survey conforms with ALTA/ACSM standards and is acceptable to the Title Insurer.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership Seller shall obtain, in a form acceptable to the Partnership, furnish Purchaser with the following documents to evidence the condition of the Seller's title to each of the PropertiesProperty: 3.2.1 Commitments 4.2.1 Within ten (10) days after the date of this Agreement, Seller, at Seller’s expense, shall furnish to Purchaser an abstract of title continued or updated to the date of this Agreement (the “Abstract”). 4.2.2 Within forty-five (45) days after the date of this Agreement, Purchaser may choose to obtain a commitment (the "Title CommitmentsCommitment") (including, to the Partnership extent not included in such Title Commitment, a special assessment search with respect to the Property) for the most current form of an ALTA Form B (1987) Owner's Title Insurance Policies Certificate (the "Title Certificate") proposing to guaranty Purchaser and committing to insure, at standard rates, title to each guaranty the Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyPurchase Price, issued by a title company acceptable to the Company and the Partnership Iowa Title Guaranty (the "Title InsurerGuarantor"). ) The Title Commitments Commitment shall be effective as of a date after the Closing Date, date of this Agreement and shall reflect that show fee simple title is held by the respective in Seller. Each Owner's The Title Insurance Policy Certificate to be issued to the Partnership Purchaser at Closing pursuant to Section 7.2.2 5.2.1(d) below ("Title Insurance Policies") shall provide gap coverage through the date of recording of the warranty deed from Seller to Purchaser and shall contain (a) an extended coverage endorsement over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exceptionan ALTA 3.0 zoning endorsement, (c) not contain any exceptions for (i) liens for labor or materialan ALTA 9 endorsement with respect to minerals, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, restrictions and (iv) taxes and special assessments not shown on the public recordsencroachments, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roadsendorsement, (iie) a survey contiguity endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (viif) such other endorsements as counsel for Purchaser shall reasonably deem appropriate. Purchaser shall be responsible for and shall pay to the Partnership Title Guarantor the search fees associated with the Title Commitment and the Company may reasonably requirepremium for the Title Certificate without standard exceptions including all endorsements and Purchaser shall be responsible and pay for the survey. 3.2.2 Written results 4.2.3 Within forty-five (45) days after the date of this Agreement, Purchaser, at Purchaser’s expense, may choose to obtain searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company reasonably acceptable to Purchaser of the Partnership. The UCC Searches shall name each Sellerrecords of the Polk County, Prior Occupant, Iowa Recorder and Property, and shall search the appropriate land records and central filing office Iowa Secretary of State for Uniform Commercial Code financing statementsFinancing Statements in the names of Seller, the Property, or any other name reasonably requested by Purchaser. 3.2.3 Legible copies 4.2.4 Within forty-five (45) days after the date of all documents this Agreement, Purchaser shall obtain a current plat of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of each of the Properties survey (the "SurveysSurvey") of the Property dated on or after the date of this Agreement, certified to the Partnership Purchaser and the Title Insurer Guarantor (and such other persons or entities as the Partnership Purchaser may reasonably designate) by a surveyor registered in the State where of Iowa and prepared in accordance with the Property is locatedMinimum Standard Detail Requirements for Land Title Surveys as jointly established by the American Land Title Association and American Congress on Surveying and Mapping (2011 version) including Table A Item Nos. Each 1, 2, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 11(a), 11(b), 16, 17 and 20(a) which meets the accuracy requirements of a Class A Survey as defined therein and which includes such other standards as the Title Company and the Purchaser may require as a condition to the removal of any survey exception from the Title Certificate. The Survey shall be also contain the surveyor's certification that the Premises are not located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area, whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise, and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Premises. 4.2.5 Within ten (10) days after the date of this Agreement, Seller shall furnish to Purchaser copies of all of the documents in Seller’s possession related to the Property, including but not limited to those described in Sections

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereofAs specified below, the Sellers and the Partnership Contributor shall obtain, in a form acceptable to the Partnership, furnish Acquiror with or Acquiror shall obtain at Acquiror's expense the following documents to evidence the condition of the Contributor's title to the Properties: (i) Acquiror shall obtain for each of the Properties: 3.2.1 Commitments , at Acquiror's expense, a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (1987) 1992 Owner's Title Insurance Policies Policy proposing to insure Acquiror or Acquiror's designee and committing to insure, at standard rates, insure title to each Property the Properties in such amounts as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyAcquiror deems appropriate, issued by through a title company acceptable insurer to the Company and the Partnership be selected by Acquiror (the "Title Insurer"), and irrevocable for at least six (6) months. The Title Commitments Commitment shall be effective as of the Closing Date, and shall reflect that show fee simple title is held by to the respective SellerProperties vested in Contributor. Each The Owner's Title Insurance Policy to be issued to Acquiror at the Partnership at Closing pursuant to Section 7.2.2 below ("the corresponding Title Insurance Policies") Commitment shall be at regular rates and contain an extended coverage endorsement over the so-called general or standard exceptions which that are a part of the printed form of the policy and subject only policy, an ALTA Form 103.7 access endorsement, coverage insuring any easements for utilities servicing the Properties that do not connect to the Permitted Exceptions. Each Title Insurance Policy shallProperties from a public street, in addition, (a) include provisions and such other endorsements as counsel for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, Acquiror shall reasonably deem appropriate. (ii) parties in possession Within fifteen (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii15) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of days after the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsementContributor shall furnish to Acquiror, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees)at Acquiror's expense, (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company private service reasonably acceptable to Acquiror of the Partnership. The UCC Searches shall name each Seller, Prior Occupant, records of the County Recorder of the County and Property, and shall search Secretary of State of the appropriate land records and central filing office State in which the Properties are located for Uniform Commercial Code financing statementsFinancing Statements, tax liens and the like in the name of Contributor, the OP Unit Recipients, the Properties and any other name or location reasonably requested by Acquiror. 3.2.3 Legible copies (iii) Acquiror shall obtain, at Acquiror's expense, a current "as-built" plat of all documents of record referred to in any Title Commitment or disclosed by survey (the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of "Survey") for each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to Acquiror, the Partnership REIT and the Title Insurer (and such other persons or entities as the Partnership Acquiror may designate) by a surveyor registered in the State where in which the Property is locatedProperties are located as having been prepared (i) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1992, and including items 1 through 5 (excluding for Table A5 any information with respect to elevations), 6-11 and 13 of Table A thereof, and (ii) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each Survey shall be also contain the surveyor's certification that, among other things, the Properties are not located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Properties.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereofAs specified below, the Sellers and the Partnership Contributor shall furnish Acquiror with, or Acquiror shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the Contributor's title to the Land and Improvements: (i) Contributor shall obtain for each of the Properties: 3.2.1 Commitments Land and Improvements, at Contributor's expense, a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (1987) 1992 Owner's Title Insurance Policies Policy proposing to insure Acquiror or Acquiror's designee and committing to insure, at standard rates, insure title to each Property the Land and Improvements in such amounts as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyAcquiror reasonably deems appropriate, issued by through a title company acceptable insurer to the Company be selected by Contributor and the Partnership approved by Acquiror, which approval shall not be unreasonably withheld (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and irrevocable for at least six (6) months. At the Closing, Contributor shall reflect that fee simple title is held by the respective Seller. Each obtain for Acquiror, at Contributor's expense, an Owner's Title Insurance Policy to be issued corresponding to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") Commitment which shall contain an extended coverage endorsement over the so-called general or standard exceptions which that are a part of the printed form of the policy policy, an ALTA Form 103.7 access endorsement, a non-imputation endorsement and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, other endorsements as Acquiror shall reasonably deem appropriate. (ii) parties in possession Within fifteen (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii15) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of days after the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsementContributor shall furnish to Acquiror, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees)at Contributor's expense, (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company private service reasonably acceptable to Acquiror of the Partnership. The UCC Searches shall name each Seller, Prior Occupant, records of the County Recorder of the County and Property, Secretary of State of the State in which the Land and shall search the appropriate land records and central filing office Improvements are located for Uniform Commercial Code financing statementsFinancing Statements, tax liens and the like in the name of Contributor, the OP Unit Recipients, the Properties, the Additional Property and any other name or location reasonably requested by Acquiror. 3.2.3 Legible copies (iii) Contributor shall obtain for Acquiror, at Contributor's expense, a current "as-built" plat of all documents of record referred to in any Title Commitment or disclosed by survey (the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of "Survey") for each of the Properties (the "Surveys") Land and Improvements dated on or after the date of this Agreement, certified to Acquiror, the Partnership REIT and the Title Insurer (and such other persons or entities as the Partnership Acquiror may designate) by a surveyor registered in the State where in which the Property is locatedLand and Improvements are located as having been prepared (i) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1992, and including items 1 through 4 (excluding for Table A5 any information with respect to elevations), 6-11 and 13 of Table A thereof, and (ii) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each Survey shall be also contain the surveyor's certification that, among other things, the Land and Improvements are not located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Land and Improvements.

Preliminary Evidence of Title. Within no more than 30 Sellers have ordered the Title Commitments (as hereinafter defined) from the Title Insurer (as hereinafter defined). Purchaser shall order the Updated Surveys (as hereinafter defined) with respect to the Properties contemplated to be purchased at the First Closing within two (2) business days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the Effective Date. (i) The title to each of the Properties: 3.2.1 Commitments commitments (the "“Title Commitments"”) to the Partnership for ALTA Form B (1987) Owner's ’s Title Insurance Policies (6-17-06) (the “Owner’s Title Insurance Policy”) proposing to insure Purchaser or Purchaser’s designee and committing to insure, at standard rates, insure title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of Purchase Price allocated to each such Property, shall be issued by a title company acceptable to through the Chicago, Illinois national office of First American Title Insurance Company and the Partnership (the "“Title Insurer"”). The , and if available, irrevocable for at least twelve (12) months, together with copies of all documents of record referred to in the Title Commitments (collectively, the “Title Documents”). (ii) Each Title Commitment shall be have an effective as of the Closing Datedate no earlier than May 15, 2011 and shall reflect that show fee simple title is held by (or a valid ground lease estate as granted under the respective Ground Lease) to the applicable Property vested in the applicable Seller; provided, however, the parties acknowledge that the initial Title Commitment with respect to the Properties commonly known as Grand Blanc located in Grand Blanc, Michigan, and Xxxxx Hills located in Holly, Michigan, will show the applicable Sellers’ mortgage estate in the applicable Property. Each Owner's ’s Title Insurance Policy to be issued to the Partnership Purchaser (or its designee) at a Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain an extended coverage endorsement (if available in the state where the Property is located) over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only without creating any additional exceptions to title, together with the following special endorsements to the Permitted Exceptions. Each Title Insurance Policy shall, extent available in addition, the state where the applicable Property is located (a) include provisions for co-insurance, in such amounts of liability acceptable subject to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor Title Insurer’s requirement of receipt of an Updated Survey or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access Survey Affidavit to the land from all adjacent public streets and roads, extent Sellers have agreed to provide same): (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii1) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned (provided Purchaser provides Title Issuer with a current zoning report for the buildings and the operation thereof such Property) including coverage as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each Seller, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, parking to the extent Purchaser obtains a New Survey or Seller is required to provide a Survey Affidavit pursuant to Subsection (iii) below; (2) an Owner’s Comprehensive (Restrictions, Encroachments, Minerals) endorsement; (3) a Same as Survey endorsement; and (4) a leasehold owner’s policy endorsement with respect to the ground lease estate granted under the Ground Lease. Notwithstanding anything contained in this Agreement to the contrary, the parties acknowledge and agree that Purchaser has been notified in the possession or control Data Room that the legal descriptions of certain of the SellersProperties owned by the applicable Sellers have changed, relating tofrom time to time, matters reflected in any Title Commitment based upon conveyances from or to the UCC Searchesapplicable Sellers which have previously been disclosed to Purchaser. 3.2.4 Current (iii) Purchaser shall have the right to obtain a current survey of each Property (each an “Updated Survey”) made in compliance with and meeting the accuracy standards under the “2011 Minimum Standard Detail Requirements for ALTA/ACSM land title surveys Land Surveys” jointly established by the American Land Title Association and the National Society of Professional Surveyors and contain Table A Optional Survey Responsibilities and Specifications 1 through 21 and contain a certificate of the surveyor attesting to the accuracy of each such updated survey and its conformity to the requirements of the Properties (the "Surveys") dated on or after the date of this Agreementaforesaid Minimum Standard Detail Requirements, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey which certificate shall be in form and substance acceptable to Purchaser and directed to Purchaser, the Partnership applicable Sellers and the Title InsurerCompany, and to such other persons which Purchaser may designate. Purchaser shall promptly deliver copies of each Updated Survey to Sellers. At the First Closing, the applicable Sellers shall deliver to Purchaser and the Title Insurer an affidavit, in form mutually acceptable to each of them, certifying that there have been no changes to the applicable Properties (excluding the Properties commonly known as Regency Lakes located in Winchester, Virginia and Westpark located in Wickenburg, Arizona and it is understood and agreed that with respect to the Properties known as Orange Lake, Xxxxxxxxx and Hidden Valley, Sellers shall have the right to note as an exception to such affidavit that a maintenance building was erected on each such Property since the certification date of the prior surveys provided by Sellers to Purchaser (“Survey Affidavit”). At each subsequent Closing, if the certification of an Updated Survey is dated more than ninety (90) days prior to the applicable Closing Date, Sellers shall deliver to Purchaser and Title Insurer an affidavit certifying that there has been no change to the applicable Property since the certification date of such Updated Survey or, if the applicable Seller is unable to deliver any such affidavit, Purchaser shall cause an update of the Updated Survey in form and substance reasonably acceptable to Purchaser to be prepared and delivered to Purchaser and the Title Insurer prior to the applicable Closing. Subject to the terms of the immediately preceding sentence, Sellers shall not be required to deliver a Survey Affidavit to the extent Purchaser has received an Updated Survey for the applicable Property. (iv) Purchaser shall have the right to obtain written results of searches (the “UCC Searches”) conducted by a company selected by Purchaser of the records of the Secretary of State of the state of formation of each Seller as well as the records of the County Recorder of the County and Secretary of State of the state in which each Acquired Asset is located for Uniform Commercial Code Financing Statements, tax liens, judgment liens, bankruptcy filings and pending litigation in the name of each Seller, the Properties and any other name or location reasonably requested by Purchaser, effective as of a date after the Effective Date, together with copies of all documents referenced therein. Notwithstanding any provision contained herein to the contrary, Purchaser may obtain updated UCC Searches with respect to the applicable Sellers and applicable Acquired Assets prior to each Closing. (v) Purchaser shall order and obtain current zoning reports for each of the Properties (or such portion of the Properties as contains a manufactured housing component) prior to the First Closing Date.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- Purchaser has obtained from Chicago Title Insurance Company (the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties: 3.2.1 Commitments "Title Insurer") commitments (the "Title Commitments") to the Partnership for 1992 ALTA Form B (1987) Owner's Title Insurance Policies. The Title Commitments are identified on EXHIBIT II attached hereto and by this reference made a part hereof. The Owner's Title Insurance Policies committing to insure, at standard rates, title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective Seller. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") referred to in Section 10(A) below shall contain an extended coverage endorsement over be issued based upon Purchaser's reasonable allocation of the Purchase Price to the respective Properties and shall not include any general or standard exceptions which are a part of the printed form of the policy and subject only policy, but shall include deletion of the Creditors' Rights exclusion, a fairway endorsement, a non-imputation endorsement or other endorsement insuring that knowledge of any matters known or imputed to be known by Seller or the property Partnership or their affiliates prior to the Permitted Exceptions. Each Title Insurance Policy shallapplicable Closing will not be imputed to Purchaser, in additionPurchaser's affiliates or the Property Partnerships from and after Closing for purposes of title insurance coverage, (a) include provisions for co-insurance, in such amounts of liability acceptable and to the Partnership and the Company; (b) not contain any survey exceptionextent available in each jurisdiction, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following additional endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, 3.1 Zoning Endorsement with parking; (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, ALTA Form 103.7 Access Endorsement; (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, Survey Endorsement; (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), P.I.N. Endorsement; (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, Environmental Endorsement; (vi) an endorsement commonly referred Modified Owner's Comprehensive Endorsement to as a "Fairway endorsement," providing among other thingsinsure over all covenants, that the Title Insurer waives any defense based on a dissolution or termination conditions and restrictions of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, record; and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each Seller, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers Contributors and the Partnership shall obtain, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Properties: 3.2.1 5.2.1 Commitments (the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies committing to insure, at standard rates, title to each Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The Title Commitments shall be effective as of the Closing Date, and shall reflect that fee simple title is held by the respective SellerContributor. Each Owner's Title Insurance Policy to be issued to the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey Survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land Land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 5.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each SellerContributor, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 5.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the SellersContributors, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 5.2.4 Current ALTA/ACSM land title surveys of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereofAs specified below, the Sellers and the Partnership Purchaser shall obtain, in a form acceptable to the Partnership, obtain the following documents to evidence the condition of the each Seller's title to each of the Propertiesits Property: 3.2.1 Commitments (i) Purchaser shall obtain a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (19871970) Owner's Title Insurance Policies Policy proposing to insure Purchaser or Purchaser's designee and committing to insure, at standard rates, insure title to each the Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each Purchased Properties Purchase Price or the Structured Properties Purchase Price for such PropertyProperty (including the Wrap-Up Consideration, if any), issued by through the Chicago, Illinois national office of a title insurance company acceptable to the Company and the Partnership (the "Title Insurer")) designated by Purchaser, in coordination with the Title Insurer's local agency, and irrevocable for at least six (6) months. Purchaser agrees to request a Title Commitment from the Title Insurer no later than ten (10) days after the execution of this Agreement. The Title Commitments Commitment shall be have an effective as date after the date of the Closing Date, this Agreement and shall reflect that fee simple show title is held by to the respective Property in the applicable Seller. Each The Owner's Title Insurance Policy to be issued to Purchaser at the Partnership at Closing pursuant to for each Property as set forth in Section 7.2.2 5(B)(i)(b) below ("Title Insurance Policies") shall contain an extended coverage coverage-endorsement over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shallpolicy, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement (including coverage as to parking), an ALTA Form 103.7 access endorsement, coverage insuring any easements for utilities servicing the Property that do not connect to the Properties are zoned Property from a public street, an endorsement over or waiver of any creditors' rights exclusion or exception, an endorsement which keeps the policy in effect notwithstanding a technical dissolution of the partnership (if applicable), and such other endorsements as counsel for Purchaser shall reasonably deem appropriate. (ii) Within ten (10) days after the buildings and the operation thereof as contemplated by the terms and provisions execution of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of Purchaser shall request searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company reasonably acceptable to Purchaser of the Partnership. The UCC Searches shall name each Seller, Prior Occupant, records of the County Recorder of the County and Property, and shall search Secretary of State of the appropriate land records and central filing office State in which the applicable Property is located for Uniform Commercial Code financing statementsFinancing Statements, tax liens, judgments and the like in the name of such Seller, the Property and any other name or location reasonably requested by Purchaser, effective as of a date after the date of this Agreement. 3.2.3 Legible (iii) Within ten (10) days after the execution of this Agreement, Purchaser shall request from the Title Insurer legible copies of all documents of record referred to in any the Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellerssuch Seller, relating to, matters reflected in any the Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys (iv) Within ten (10) days after the execution of each this Agreement, Purchaser shall order a current plat of the Properties survey (the "SurveysSurvey") of the Property dated on or after the date of this Agreement, certified to the Partnership Purchaser and the Title Insurer (and such other persons or entities as the Partnership Purchaser may designate) by a surveyor registered in the State where in which the Property is locatedlocated as having been prepared (a) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", as jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1992, and including items 1 through 13 of Table A thereof, and (b) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each The Survey shall be also contain the surveyor's certification that the Property is not located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Property. Whenever possible, in order to minimize costs, Purchaser may elect to have existing survey work updated and certified to Purchaser.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereofAs specified below, the Sellers and the Partnership Contributor shall obtain, in a form acceptable to the Partnership, furnish Acquiror with or Acquiror shall obtain at Acquiror's expense the following documents to evidence the condition of the Contributor's title to the Properties: (i) Acquiror shall obtain for each of the Properties: 3.2.1 Commitments , at Acquiror's expense, a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (1987) 1992 Owner's Title Insurance Policies Policy proposing to insure Acquiror or Acquiror's designee and committing to insure, at standard rates, insure title to each Property the Properties in such amounts as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyAcquiror deems appropriate, issued by through a title company acceptable insurer to the Company and the Partnership be selected by Acquiror (the "Title Insurer"), and irrevocable for at least six (6) months. The Title Commitments Commitment shall be effective as of the Closing Date, and shall reflect that show fee simple title is held by to the respective SellerProperties vested in Contributor. Each The Owner's Title Insurance Policy to be issued to Acquiror at the Partnership at Closing pursuant to Section 7.2.2 below ("the corresponding Title Insurance Policies") Commitment shall be at regular rates and contain an extended coverage endorsement over the so-called general or standard exceptions which that are a part of the printed form of the policy and subject only policy, an ALTA Form 103.7 access endorsement, coverage insuring any easements for utilities servicing the Properties that do not connect to the Permitted Exceptions. Each Title Insurance Policy shallProperties from a public street, in addition, (a) include provisions and such other endorsements as counsel for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, Acquiror shall reasonably deem appropriate. (ii) parties in possession Within fifteen (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii15) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of days after the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsementContributor shall furnish to Acquiror, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees)at Acquiror's expense, (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company private service reasonably acceptable to Acquiror of the Partnership. The UCC Searches shall name each Seller, Prior Occupant, records of the County Recorder of the County and Property, and shall search Secretary of State of the appropriate land records and central filing office State in which the Properties are located for Uniform Commercial Code financing statementsFinancing Statements, tax liens and the like in the name of Contributor, the Properties and any other name or location reasonably requested by Acquiror. 3.2.3 Legible copies (iii) Acquiror shall obtain, at Acquiror's expense, a current "as-built" plat of all documents of record referred to in any Title Commitment or disclosed by survey (the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of "Survey") for each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to Acquiror, the Partnership REIT and the Title Insurer (and such other persons or entities as the Partnership Acquiror may designate) by a surveyor registered in the State where in which the Property is located. Each Survey shall be Properties are located as having been prepared (i) in form accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and substance acceptable to adopted by the Partnership American Land Title Association ("ALTA") and the Title Insurer.American Congress on Surveying and Mapping ("ACSM") in 1992, and including items 1 through 5 (excluding for Table A5 any information with respect to elevations), 6-

Preliminary Evidence of Title. Within no more than 30 thirty (30) days ----------------------------- after ----------------------------- the date hereofEffective Date for a Property, the Sellers Partnership and the Partnership Sellers'/Contributors shall obtainjointly obtain at Sellers'/Contributors' expense, in a form acceptable to the Partnership, the following documents to evidence the condition of the title to each of the Propertiessuch Property: 3.2.1 Commitments Commitment (the "Title Commitment" and collectively the "Title Commitments") to the Partnership for ALTA Form B (1987) Owner's Title Insurance Policies from Chicago Title Insurance Company (which may act in conjunction with Ticor Title Company) (or such other title company acceptable to the Partnership) committing to insure, at standard rates, title to each such Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value Consideration Amount of each such Property, issued by a title company acceptable to the Company and the Partnership (the "Title Insurer"). The aggregate insured amount of all Owners Title Commitments Insurance Policies issued for the Properties shall not exceed the Aggregate Consideration Amount of the Properties. The Title Commitment shall be effective as of the Closing DateDate for that Property, and shall reflect that fee simple title is held by the respective SellerSeller Contributor prior to the Contribution. Each Owner's Title Insurance Policy to be issued to the Partnership at a Closing pursuant to Section 7.2.2 below ("Title Insurance PoliciesPolicy") shall contain an extended coverage endorsement over the general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Scheduled Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the CompanyCompany not to exceed in the aggregate, the Aggregate Consideration Amount of the Properties; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements Improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements Improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), conducted by a company reasonably acceptable to the Partnership. The UCC Searches shall name each Seller/Contributor, Prior Occupant, and Property, and shall search the appropriate land records and central filing office for Uniform Commercial Code financing statements. 3.2.3 Legible copies of all documents of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the SellersSellers Contributors, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current From a surveyor chosen by the Sellers/Contributors who (i) is a registered surveyor under the laws of the state in which the surveyed Properties are located and (ii) is and will work under and be subject to the sole direction, instruction and supervision of the Partnership), current ALTA/ACSM land title surveys of each of the Properties (the "Surveys") dated on or after the date of this Agreement, certified to the Partnership and the Title Insurer (and such other persons or entities as the Partnership may designate) by a surveyor registered in the State where the Property is located. Each Survey shall be in form and substance acceptable to the Partnership and the Title Insurer, and shall include items 1, 2, 3, 4, 6, 7a, 7b(1), 8, 9, 10, 11 and 13 of Table A of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. 3.2.5 A zoning compliance letter from the zoning authority from each jurisdiction in which a Property is located indicating that the use and operation of the Improvements on each Property is in compliance with the applicable zoning ordinance or a zoning certificate or compliance letter from the zoning authority setting forth the zoning information that such authority provides as part of its standard procedure.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership Seller shall obtain, in a form acceptable to the Partnership, furnish Purchaser with the following documents to evidence the condition of the Seller's title to each of the PropertiesProperty: 3.2.1 Commitments 4.2.1 Within ten (10) days after the date of this Agreement, Seller, at Seller’s expense, shall furnish to Purchaser an abstract of title continued or updated to the date of this Agreement (the “Abstract”). 4.2.2 Within forty-five (45) days after the date of this Agreement, Purchaser may choose to obtain a commitment (the "Title CommitmentsCommitment") (including, to the Partnership extent not included in such Title Commitment, a special assessment search with respect to the Property) for the most current form of an ALTA Form B (1987) Owner's Title Insurance Policies Certificate (the "Title Certificate") proposing to guaranty Purchaser and committing to insure, at standard rates, title to each guaranty the Property as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyPurchase Price, issued by a title company acceptable to the Company and the Partnership Iowa Title Guaranty (the "Title InsurerGuarantor"). ) The Title Commitments Commitment shall be effective as of a date after the Closing Date, date of this Agreement and shall reflect that show fee simple title is held by the respective in Seller. Each Owner's The Title Insurance Policy Certificate to be issued to the Partnership Purchaser at Closing pursuant to Section 7.2.2 5.2.1(d) below ("Title Insurance Policies") shall provide gap coverage through the date of recording of the warranty deed from Seller to Purchaser and shall contain (a) an extended coverage endorsement over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shall, in addition, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exceptionan ALTA 3.0 zoning endorsement, (c) not contain any exceptions for (i) liens for labor or materialan ALTA 9 endorsement with respect to minerals, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, restrictions and (iv) taxes and special assessments not shown on the public recordsencroachments, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roadsendorsement, (iie) a survey contiguity endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring that the Properties are zoned for the buildings and the operation thereof as contemplated by the terms and provisions of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (viif) such other endorsements as counsel for Purchaser shall reasonably deem appropriate. Purchaser shall be responsible for and shall pay to the Partnership Title Guarantor the search fees associated with the Title Commitment and the Company may reasonably requirepremium for the Title Certificate without standard exceptions including all endorsements and Purchaser shall be responsible and pay for the survey. 3.2.2 Written results 4.2.3 Within forty-five (45) days after the date of this Agreement, Purchaser, at Purchaser’s expense, may choose to obtain searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company reasonably acceptable to Purchaser of the Partnership. The UCC Searches shall name each Sellerrecords of the Polk County, Prior Occupant, Iowa Recorder and Property, and shall search the appropriate land records and central filing office Iowa Secretary of State for Uniform Commercial Code financing statementsFinancing Statements in the names of Seller, the Property, or any other name reasonably requested by Purchaser. 3.2.3 Legible copies 4.2.4 Within forty-five (45) days after the date of all documents this Agreement, Purchaser shall obtain a current plat of record referred to in any Title Commitment or disclosed by the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of each of the Properties survey (the "SurveysSurvey") of the Property dated on or after the date of this Agreement, certified to the Partnership Purchaser and the Title Insurer Guarantor (and such other persons or entities as the Partnership Purchaser may reasonably designate) by a surveyor registered in the State where of Iowa and prepared in accordance with the Property is locatedMinimum Standard Detail Requirements for Land Title Surveys as jointly established by the American Land Title Association and American Congress on Surveying and Mapping (2011 version) including Table A Item Nos. Each 1, 2, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 11(a), 11(b), 16, 17 and 20(a) which meets the accuracy requirements of a Class A Survey as defined therein and which includes such other standards as the Title Company and the Purchaser may require as a condition to the removal of any survey exception from the Title Certificate. The Survey shall be also contain the surveyor's certification that the Premises are not located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area, whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise, and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Premises. 4.2.5 Within ten (10) days after the date of this Agreement, Seller shall furnish to Purchaser copies of all of the documents in Seller’s possession related to the Property, including but not limited to those described in Sections 1.5 and 1.6 of this Agreement (collectively the “Property Documents”).

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereofAs specified below, the Sellers and the Partnership Acquiror shall obtain, in a form acceptable to the Partnership, obtain at Acquiror's expense the following documents to evidence the condition of the Contributor's title to the Properties and Additional Properties: (i) Acquiror shall obtain for each of the Properties and Additional Properties: 3.2.1 Commitments , at Acquiror's expense, a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (1987) 1992 Owner's Title Insurance Policies Policy proposing to insure Acquiror or Acquiror's Permitted Designee and committing to insure, at standard rates, insure title to each Property the Properties and Additional Properties in such amounts as being good and marketable, subject only to the Permitted Exceptions, in the amount of the fair market value of each such PropertyAcquiror deems appropriate, issued by through a title company acceptable insurer to the Company and the Partnership be selected by Acquiror (the "Title Insurer"), and irrevocable for at least six (6) months. Acquiror shall direct the Title Insurer to deliver to Contributor and to Contributor's counsel copies of each Title Commitment at the same time the Title Insurer delivers each Title Commitment to Acquiror. The Title Commitments Commitment shall be effective as of the Closing Date, and shall reflect that show fee simple title is held by to the respective SellerProperties and Additional Properties vested in Owner or the XXX, as the case may be. Each The Owner's Title Insurance Policy (collectively, the "Title Policies") to be issued to Acquiror at the Partnership at Closing, the Second Closing or the Option Closing, as the case may be, pursuant to Section 7.2.2 below ("the corresponding Title Insurance Policies") Commitment shall contain an extended coverage endorsement over the so-called general or standard exceptions which that are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shallpolicy, in additionan ALTA Form 103.7 access endorsement, (a) include provisions coverage insuring any easements for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or utilities servicing the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement insuring Additional Properties that do not connect to the Properties are zoned for or Additional Properties, as the buildings and the operation thereof as contemplated by the terms and provisions of this Agreementcase may be, (iv) from a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnershippublic street, and (vii) such other endorsements as the Partnership counsel for Acquiror shall reasonably deem appropriate, all at Acquiror's sole cost and the Company may reasonably requireexpense. 3.2.2 Written (ii) Acquiror, at its sole option and expense, may order and obtain written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company private service reasonably acceptable to Acquiror of the Partnership. The UCC Searches shall name each Seller, Prior Occupant, records of the County Recorder of the County and Property, Secretary of State of the State in which the Properties and shall search the appropriate land records and central filing office Additional Properties are located for Uniform Commercial Code financing statementsFinancing Statements, tax liens and the like in the name of Contributor, the Properties, Additional Properties and any other name or location reasonably requested by Acquiror. 3.2.3 Legible copies (iii) Acquiror may obtain, at its sole option and expense, a current "as-built" plat of all documents of record referred to in any Title Commitment or disclosed by survey (the UCC Searches, and all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys of "Survey") for each of the Properties (the "Surveys") and Additional Properties dated on or after the date of this Agreement, certified to Acquiror, the Partnership REIT and the Title Insurer (and such other persons or entities as the Partnership Acquiror may designate) by a surveyor registered in the State where in which the Property is locatedProperties and Additional Properties are located as having been prepared (i) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1992, and including items 1 through 5 (excluding for Table A5 any information with respect to elevations), 6-11 and 13 of Table A thereof, and (ii) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each Survey shall be also contain the surveyor's certification that, among other things, neither the Properties nor Additional Properties are located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and that the Title Insurerrequirements of the National Flood Insurance Program are not applicable to the Properties or Additional Properties.

Preliminary Evidence of Title. Within no more than 30 days after ----------------------------- the date hereof, the Sellers and the Partnership shall obtain, in a form acceptable to the Partnership, the The following documents to evidence evidencing the condition of the each Property Owner's title to each of the PropertiesIndividual Property owned by such Property Owner shall be obtained as follows: 3.2.1 Commitments (i) Purchaser shall obtain a commitment (the "Title CommitmentsCommitment") to the Partnership for an ALTA Form B (19871970) Owner's Title Insurance Policies Policy (or at Purchaser's option a date down endorsement to the Property Owner's current owner's title insurance policy) proposing to insure Purchaser or Purchaser's designee and committing to insure, at standard rates, insure title to each Property as being good and marketable, subject only to the Permitted Exceptions, Individual Premises in the amount of the fair market value allocable portion of each the Purchase Price attributable to such PropertyIndividual Premises, issued by a title company acceptable to through the national office of First American Title Insurance Company and the Partnership (the "Title Insurer") designated by Purchaser, in coordination with the Title Insurer's local agency (if applicable), and irrevocable for at least nine (9) months. The Title Commitments Commitment shall be effective as of the Closing Date, and shall reflect that show fee simple title is held by to the respective SellerIndividual Premises in the applicable Property Owner. Each The Owner's Title Insurance Policy to be issued to Purchaser at the Partnership at Closing pursuant to Section 7.2.2 below ("Title Insurance Policies") shall contain (to the extent applicable and available) an extended coverage endorsement over the so-called general or standard exceptions which are a part of the printed form of the policy and subject only to the Permitted Exceptions. Each Title Insurance Policy shallpolicy, in additiona Florida Form 9 endorsement, (a) include provisions for co-insurance, in such amounts of liability acceptable to the Partnership and the Company; (b) not contain any survey exception, (c) not contain any exceptions for (i) liens for labor or material, whether or not of record, (ii) parties in possession (other than Prior Occupants under the Leases, solely as such Prior Occupants), (iii) unrecorded easements, and (iv) taxes and special assessments not shown on the public records, (d) provide for the following endorsements: (i) an access endorsement insuring that there is direct and unencumbered access to the land from all adjacent public streets and roads, (ii) a survey endorsement insuring that all foundations in place as of the date of such policy are within the lot lines and applicable setback lines, that the improvements do not encroach on adjoining land or any easements, and that there are no encroachments of improvements from adjoining land on any or the Properties or any part thereof, (iii) an ALTA Form 3.1 zoning endorsement (including coverage as to parking), an access endorsement, coverage insuring any easements for utilities servicing the Individual Premises that do not connect to the Properties are zoned Individual Premises from a public street, an endorsement over or waiver of any creditors' rights exclusion or exception, an endorsement which keeps the policy in effect notwithstanding a technical dissolution of the applicable Property Owner, a non-imputation endorsement with respect to the applicable Property Owner, if available, and such other endorsements as counsel for Purchaser shall reasonably deem appropriate. In the event that said non-imputation endorsement is not available in the state in which an Individual Property is located, the applicable Property Owner shall deliver to Purchaser a Non-Imputation Affidavit in the form attached hereto as Exhibit W (the "Non-Imputation Affidavit"). The Owner's Title Insurance Policy for each Individual Property located in Florida may, if applicable, contain an exception for the buildings and rights of tenants under Section 723.071, Florida Statutes, with respect to any subsequent sale of such Individual Premises. (ii) Within fifteen (15) days after the operation thereof as contemplated by the terms and provisions date of this Agreement, (iv) a non-imputation endorsement, by which the Title Insurer waives any defense based upon knowledge of any person or entity (other than the knowledge of the Partnership or its designees), (v) a statement that each Property constitutes a separate lot of record and is separately assessed for real estate tax purposes, (vi) an endorsement commonly referred Sellers shall furnish to as a "Fairway endorsement," providing among other things, that the Title Insurer waives any defense based on a dissolution or termination of the insured partnership or the formation of a new partnership solely by reason of one or more transfers of all or any part of the partnership interests of any one or more of the general partners of the insured to the Company or the Partnership and/or any one or more of the limited partners of the insured, and/or the transfer of any one or more of the limited partner's interests to the current general partner, the Company or the Partnership, and (vii) such other endorsements as the Partnership and the Company may reasonably require. 3.2.2 Written Purchaser written results of searches reflecting any liens, judgements, tax liens, bankruptcies, and open dockets (the "UCC Searches"), ) conducted by a company reasonably acceptable to Purchaser of the Partnership. The UCC Searches shall name records of the County Recorder of the County and Secretary of State of the State in which the Individual Property is located and the state in which each Seller, Prior Occupant, Seller was formed and Property, and shall search the appropriate land records and central filing office state in which each Property Owner was formed for Uniform Commercial Code ("UCC") financing statements, tax liens, judgments and the like in the name of the applicable Seller and Property Owner, the Individual Property and any other name or location reasonably requested by Purchaser, effective as of a date after the date of this Agreement. 3.2.3 Legible (iii) Purchaser shall obtain legible copies of all documents of record referred to in any the Title Commitment or disclosed by the UCC Searches. Within fifteen (15) days after the date of this Agreement, and the Sellers shall furnish to Purchaser all other documents evidencing or, to the extent in the possession or control of the Sellers, relating to, matters reflected in any the Title Commitment or the UCC Searches. 3.2.4 Current ALTA/ACSM land title surveys (iv) Purchaser shall obtain, at Purchaser's expense, a current plat of each survey or update of the Properties an existing survey (the "SurveysSurvey") of the Individual Premises dated on or after the date of this Agreement, certified to the Partnership and applicable Property Owner, Purchaser or Purchaser's designee, the Title Insurer and Diversified (and such other persons or entities as the Partnership Purchaser may designate) by a surveyor registered in the State where in which the Property is locatedIndividual Premises are located as having been prepared (a) in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys", as jointly established and adopted by the American Land Title Association ("ALTA") and the American Congress on Surveying and Mapping ("ACSM") in 1999, and including items 1 through 13 of Table A thereof, and (b) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of such certification) of an "Urban" Survey (as defined therein). Each The Survey shall be also contain the surveyor's certification whether the Individual Premises are located in form and substance acceptable any area designated by any governmental agency or authority as being a flood-prone or flood-risk area (whether pursuant to the Partnership Flood Disaster Act of 1973, as amended, or otherwise), and whether the Title Insurerrequirements of the National Flood Insurance Program are applicable to the Individual Premises.