Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Dateexecution and delivery hereof, Seller has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser (i) a preliminary title report or commitment for the Shoppes at Parkland Real Property dated with an effective date of February 29, 2016 (the “Shoppes at Parkland PTR”) and (ii) a preliminary title insurance commitment for the University Palms Real Property dated with an effective date of February 18, 2016 (individually, a the “Title CommitmentUniversity Palms PTR” and collectivelytogether with Shoppes at Parkland PTR, the “Title CommitmentsPTRs”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTRs. Purchaser shall have until June 14, 2016 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “Title Notice”) to Sellers and Title Company of any matters shown on the PTRs and/or the Updated Surveys which are not satisfactory to Purchaser. If Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTRs and all matters revealed in the Updated Surveys, subject to Sellers’ obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Sellers shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Sellers shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Sellers’ Response”). It shall be a condition If Sellers do not deliver Sellers’ Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Sellers and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTRs and the Updated Surveys (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Sellers and Title Company have not received a Termination Notice from Purchaser by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance withContingency Date, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., such failure to pay) which can deliver same shall be satisfied by the payment deemed Purchaser’s waiver of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior all objections to the expiration of PTRs and the Due Diligence PeriodUpdated Surveys that Seller did not agree to cure by Closing, the Title Company has agreed subject to Sellers’ obligations set forth in writing to include Section 6.2(c) below and as otherwise expressly provided in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition (a) Purchaser shall have obtained title insurance commitments for each of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance Real Properties (individually, individually a “Title Commitment” and collectively, together the “Title Commitments”) prepared and copies of all exception documents referenced therein, naming Purchaser as the proposed insured for an owner’s title insurance policy in the amount of the Purchase Price allocated to each Real Property. The cost of such Title Commitments and title insurance shall be paid by First American Purchaser. The Title Commitments shall be issued by Chicago Title Insurance Company or other insurer chosen by Purchaser (the “Title Company”) with respect to each Real Property). Buyer may request from the Title Company an updated Title CommitmentPurchaser shall have reviewed and approved, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyerin Purchaser’s sole cost discretion, all encumbrances, exceptions, requirements, terms, conditions and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, other matters contained in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters or disclosed by the Title Commitments and confirmed to its satisfaction that it can obtain any and all endorsements and modifications to the Title Commitments reasonably required by Purchaser in Purchaser’s sole discretion, and Purchaser shall obtain a closing “xxxx-up” of the Title Commitments creating a legally binding obligation to issue a policy of title insurance with Purchaser and, if requested by Purchaser, Purchaser’s lender(s) as the insured(s). Purchaser may obtain, at Purchaser’s cost and expense, an ALTA survey of each of the Real Properties reasonably acceptable to Purchaser certified to such parties as Purchaser may require which shows and discloses no encroachments onto the Real Property shown on such Survey or over the boundaries of the Real Property, and no easements or other than (A) those matters which that would adversely affect Purchaser’s intended use of the Real Property. Any exceptions added by the Title Company has removed from the to any Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined)after its review of a Survey shall be deemed New Title Defects. “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichIf, prior to the expiration Closing Date, Purchaser discovers any condition of title not acceptable to Purchaser, in Purchaser’s sole discretion, (any such matter referred to hereinafter referred to as a “Title Defect”) including any raised by any updates to a Title Commitment which disclosed an exception or encumbrance not disclosed previously to Purchaser (any such matter referred to hereinafter referred to as a “New Title Defect”), Purchaser shall notify Sellers of same and the applicable Seller shall cure such Title Defect or New Title Defect. If the Title Defect or New Title Defect cannot be corrected in a manner acceptable to Purchaser prior to Closing, in Purchaser’s reasonable discretion, prior to the date set for Closing, Purchaser may, at its option and as its sole remedy: (i) remove the Real Property with the uncured Title Defect from the Assets purchased and reduce the Total Consideration by the portion of the Due Diligence Period, Total Consideration allocated to such Real Property on Schedule 2.4; or (ii) accept title to the affected Real Property subject to such Title Defect or New Title Defect and proceed to Closing with the right to deduct from the Total Consideration the portion allocated to such Real Property of any liens or encumbrances constituting the Title Company has agreed in writing to include in the applicable Defect or New Title Policy Defect of a definite or Seller has agreed in writing to cause to be included in ascertainable amount and such Title Policy;Defect or New Title Defect shall be a Permitted Encumbrance.

Title and Survey Review. The condition of During the Due Diligence Period, HSRE shall review: Extra Space’s existing title insurance policies with respect to the Properties. Prior Property and Extra Space’s existing surveys with respect to the Effective DateProperty. HSRE may order, Seller has provided to Buyer an ALTA at HSRE’s expense, updates on the existing surveys. HSRE may, at its sole expense, obtain during the Due Diligence Period any additional title report or commitment for title insurance commitment(s) (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from Chicago Title Insurance Company Company, National Office, at 000 X. Xxxxx Street, 3rd Floor, Chicago, IL 60601, Attention: Xxxxxx X. Xxxxx, as the “Escrow Agent” or “Title Insurer”, or survey updates desired by HSRE. HSRE shall work directly with the Title Insurer to resolve any objections to exceptions set forth on the Title Commitments and shall provide Extra Space with copies of final, revised Title Commitments or pro forma policies, which set forth only those title exceptions that have been accepted by HSRE (the “Approved Title CompanyMatters”) ). Extra Space shall have no obligation to remove any exceptions to title reflected on the Title Commitments except liens of an ascertainable amount created by Extra Space (but specifically not including liens to secure the Existing Indebtedness), including mechanics’ and materialmen’s liens filed against the Extra Space and judgment liens filed against the Property with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitmentjudgments obtained against Extra Space, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It which liens Extra Space shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed as exceptions to the Title Policy at Closing (and if Extra Space fails to remove such matters as exceptions, by bonding over such matters or before Closing in accordance withotherwise, and subject to, Paragraph 3(cHSRE may direct that a portion of the Extra Space Distribution Amount be applied to remove same), (2) . Extra Space further agrees to remove any mortgages, deeds of trust exceptions or other similar encumbrance evidencing outstanding indebtedness voluntarily encumbrances to title which are created by Seller which can be satisfied by Extra Space after the payment date of an ascertainable amount of money, and (3) any mechanic’s, materialmanthis Agreement without HSRE’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by consent. HSRE may terminate this Agreement if the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to Title Company revises the Title Report after the expiration of the Due Diligence Period, Period to add exceptions if such additions are not reasonably acceptable to HSRE and are not removed as exceptions to the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;at Closing.

Title and Survey Review. The condition of (a) Within five (5) days after the title to the Properties. Prior to the Effective Agreement Date, Seller has provided shall deliver to Buyer an ALTA (1) a current title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title CompanyCommitment”) with respect covering the Property, showing all matters affecting title to each Real Property. Buyer may request from the Property and binding the Title Company to issue at Closing an updated Owner’s Policy of Title Insurance, on the form customarily used in the area in which the Property is located, in the full amount of the Purchase Price pursuant to subsection (c) below, and (2) copies of all instruments (the “Exception Instruments”) referenced in the Title Commitment. (b) Seller has furnished to Buyer an existing Survey (the “Survey”) of the Property prepared by a reputable and duly licensed surveyor or surveying firm. Buyer shall be responsible for obtaining an update to the Survey (the “Updated Survey”) at Buyer’s cost. (c) After receipt of the last of the Title Commitment, together with copies of all documents referred the Exception Instruments, and the Survey, Buyer shall have a period of ten (10) days to thereinreview the state of Seller’s title to the Property (the “Title Review Period”). If the Survey, the Title Commitment or the Exception Instruments reflect or disclose any defect, exception or other matter affecting the Property (“Title Defects”) that is unacceptable to Buyer for any reason whatsoever, then prior to the expiration of the Title Review Period, Buyer may provide Seller with written notice of its objections, and Seller shall have ten (10) days (the “Cure Period”) from the date of the notice to remove or cure any Title Defects to the satisfaction of Buyer. Seller shall use its reasonable, good faith efforts to remove or cure the Title Defects to Buyer’s satisfaction. If Seller does not cure any or all of the Properties. Prior to Title Defects within the Effective DateCure Period, Seller has provided to shall notify Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichwriting, prior to the expiration of the Due Diligence Cure Period, of its election not to cure such Title Defects, and Buyer may, prior to the later of (i) five (5) days after receipt of Seller’s notice of its election not to cure, or (ii) the Approval Date (hereinafter defined) either (A) terminate this Agreement by written notice delivered to Seller, or (B) elect to waive any uncured Title Defect. If Buyer elects to proceed under this Agreement by written notice delivered to Seller prior to the expiration of the time period referenced in the immediately preceding sentence, then any Title Defects that Seller has not cured shall be deemed waived by Buyer. If Buyer shall fail to notify Seller in writing of any objections to the state of Seller’s title to the Property as shown by the Title Commitment, the Exception Documents, Survey or if Buyer elects to waive all or any of the Title Defects, or is deemed to have waived all or any of the Title Defects, then any exceptions to Seller’s title to which Buyer has not objected or which have been objected to and waived by Buyer and which are disclosed by the Title Commitment shall be considered to be “Permitted Exceptions.” If Buyer terminates this Agreement pursuant to this section, then neither Seller nor Buyer shall have any further rights or obligations under this Agreement, and the Deposit shall be promptly returned to Buyer. Notwithstanding the foregoing provisions, in the event Buyer has any objections to the Updated Survey, Buyer shall have until the Approval Date to determine whether or not such objections are acceptable to Buyer. (d) Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove (or cause the Title Company has agreed to affirmatively insure over) at Seller’s expense: (i) any mortgages or deeds to secure debt securing any financing obtained by Seller; (ii) any mechanics or materialmen’s liens for work done by or on behalf of Seller; and (iii) any other monetary liens against Seller (provided Seller shall not be obligated to expend more than $100,000 in writing connection with this clause (iii)). The “Permitted Exceptions” shall be collectively defined as: (1) those covenants, conditions and restrictions of record which are reviewed and approved (or deemed approved) by Buyer pursuant to include in Section 4(a); (2) the applicable Title Policy lien of general real estate taxes for the current calendar year and subsequent years which are not yet due or Seller has agreed in writing to cause to be included in such Title Policy;payable; and (3) the Leases.

Title and Survey Review. The condition Within fifteen (15) days after the receipt of the title last of the Title Commitment, Recorded Documents and the Survey and subject to (i) through (v) of the PropertiesPermitted Exceptions, as hereinafter defined, Buyer may notify Seller in writing of any exceptions or defects in the Title Commitment or Survey to which Buyer reasonably objects ("Title and Survey Objection(s)"). Prior If Buyer does not so notify Seller of any Title and Survey Objection(s) within such time period, Buyer shall be deemed to have approved any exceptions and defects contained in the Effective DateTitle Commitment and Survey. If Buyer so notifies Seller of any Title and Survey Objections(s) within such time period, Seller has provided shall, within ten (10) days after the receipt of Buyer's Title and Survey Objection(s) ("Cure Period"), deliver to Buyer an ALTA title report written notice that either (i) Seller will at Seller's expense, correct or commitment for title insurance (individually, a “remove the Title Commitment” and collectively, the “Title Commitments”Survey Objection(s) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from or have the Title Company an updated insure or endorse over the Title Commitmentand Survey Objection(s), together with copies before the Closing Date, in a manner reasonably acceptable to Buyer, provided, however, as to those exceptions that may be removed at Closing by payment of all documents referred to thereinmoney, for any or all Seller may have those exceptions removed at Closing by using the proceeds of the Propertiessale, or (ii) Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date. Prior If Seller fails to give such notice, Seller shall be deemed to have elected not to remove any such Title and Survey Objection(s). In the Effective event Seller gives or is deemed to have given notice that Seller is unwilling or unable to remove any such Title and Survey Objection(s) by the Closing Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey upon notice to Seller within five (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined5) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to days after the expiration of the Due Diligence Cure Period, (i) elect to terminate this Contract and Buyer and Seller shall have no further obligations under this Contract, except for those provisions which by their terms survive the Title Company has agreed in writing termination of this Contract, and the Xxxxxxx Money shall be promptly returned to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Buyer, or

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Dateexecution and delivery hereof, Seller has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser (i) a preliminary title report or commitment for the Cherokee Plaza Real Property dated with an effective date of February 25, 2016 (the “Cherokee Plaza PTR”), (ii) a preliminary title insurance commitment for the Xxxxx Plains Exchange Real Property dated with an effective date of February 19, 2016 (individuallythe “Xxxxx Plains Exchange PTR”) and (iii) a preliminary title commitment for the Xxxxxxxx Bridge Commons Real Property dated with an effective date of February 21, a 2016 (the “Title CommitmentXxxxxxxx Bridge Commons PTR” and collectivelycollectively with Cherokee Plaza PTR and the Xxxxx Plains Exchange PTR, the “Title CommitmentsPTRs”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTRs. Purchaser shall have until June 14, 2016 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “Title Notice”) to Sellers and Title Company of any matters shown on the PTRs and/or the Updated Surveys which are not satisfactory to Purchaser. If Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title expressly provided in the PTRs and all matters revealed in the Updated Surveys, subject to Sellers’ obligations set forth in Section 6.2(c) below and as otherwise expressly provided in this Agreement. Except as expressly provided herein, Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Sellers shall deliver, no later than June 17, 2016, written notice to Purchaser and Title Company identifying which disapproved items, if any, Sellers shall be obligated to cure by Closing (by either having the same removed as an exception in the applicable PTR or by otherwise obtaining affirmative insurance over the same as part of the final Title Policy, such affirmative insurance to be acceptable to Purchaser in its sole and absolute discretion) (“Sellers’ Response”). It shall be a condition If Sellers do not deliver Sellers’ Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Sellers and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to the PTRs and the Updated Surveys (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Sellers and Title Company have not received a Termination Notice from Purchaser by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance withContingency Date, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., such failure to pay) which can deliver same shall be satisfied by the payment deemed Purchaser’s waiver of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior all objections to the expiration of PTRs and the Due Diligence PeriodUpdated Surveys that Seller did not agree to cure by Closing, the Title Company has agreed subject to Sellers’ obligations set forth in writing to include Section 6.2(c) below and as otherwise expressly provided in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition (a) Buyer shall have the right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Real Property (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”"Survey"). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” No later than ten (as hereinafter defined10) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, business days prior to the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Company has agreed Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived), or (ii) terminate this Agreement. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to include either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement (in which case the Deposit shall be returned to Buyer). If Buyer fails to give written notice to Seller of any objection to title or survey within the Due Diligence Period, then Buyer shall be deemed to have approved the state of title and survey as of the date of such title and survey reports are issued, except for Monetary Liens. (b) If Seller fails to cure an objection to title or survey in the applicable Title Policy manner set forth above, then Buyer may elect, on or prior to the Closing Date, to (i) terminate this Agreement, in which event the Deposit and all interest earned thereon shall be returned to Buyer and no party shall have any further obligations hereunder, except as specifically set forth herein, or (ii) accept the Property subject to such objections and proceed to Closing, with the further right to deduct from the Purchase Price amounts secured by any Monetary Lien which Seller has agreed failed to remove as provided herein. If Buyer makes no such election, then Buyer shall be deemed to have elected to waive its right to terminate this Agreement as provided above in writing to cause to be included in such Title Policy;this Section 3.3(b).

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment ordered updated surveys for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey Project (the “Surveys”). It Buyer shall review the Surveys and the title commitments (“Title Commitments”) to be a condition issued by First American Title Insurance Company, whose address is 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (“Title Insurer”). Subject to Closing that Article 5(c), and except for the Dublin Project, Buyer shall have until the Effective Date to (i) examine the Title Company shall be committed Commitments and the Surveys for the Projects, and (ii) give written notice to issue Seller of any objections that Buyer may have to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” or survey (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title PolicyObjection Notice”). The following matters If Buyer shall fail to timely deliver the Title Objection Notice, Buyer shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from to have waived such right to object to any title exceptions or defects contained in the Title Commitment or shown on the Survey. If Buyer does timely deliver the Title Objection Notice to Seller, Seller shall elect, by written supplement and notice delivered to Buyer within ten (B10) those business days following Seller’s receipt of the Title Objection Notice (the “Mandatory Cure Items” Response Period”) to either endeavor to cure or satisfy any particular objection(s) at or prior to Closing or not to so cure or satisfy any particular title objection(s) (as hereinafter definedthe “Title Response Notice”). “Mandatory Notwithstanding anything to the contrary contained in this Agreement, Seller, in its sole discretion, shall have the right to adjourn the Closing for a period not to exceed sixty (60) days, in order to undertake to cure or satisfy any particular objection(s) raised by Buyer in the Title Objection Notice, provided, however, that Seller shall notify Buyer, in writing, within three (3) days prior to the scheduled Closing Date, of its election to so adjourn the Closing. To the extent Seller shall fail to deliver the Title Response Notice to Buyer within the time required therefor or shall elect not cure any particular title objection(s) by Closing, then Buyer may elect, by written notice to Seller given within the earlier of (x) five (5) business days after delivery of the Title Response Notice or (y) the expiration of the Cure Items” Response Period, either to (a) partially terminate this Agreement, however, such partial termination shall mean only affect the Project applicable to such failure of delivery or election, and this Agreement shall otherwise continue in full force and effect, in which case the Xxxxxxx Money allocated to the terminated Project shall be returned to Buyer by Escrow Agent and the parties shall have no further rights or obligations hereunder with respect to the terminated Project, except for those which expressly survive any such termination, or (1b) those matters which waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Purchase Price. Seller has agreed in writing shall not be required to cause cure any matter objected to by Buyer, except that Seller shall be removed obligated to cure, release of record or omit from the title commitment at or before prior to Closing in accordance withthe following: (i) the lien of any mortgage, and subject to, Paragraph 3(c), (2) any mortgages, deeds deed of trust or other similar encumbrance trust deed evidencing outstanding any indebtedness owed, or voluntarily created assumed or taken subject to by Seller which can be satisfied by Seller, (ii) tax liens for delinquent Taxes, (iii) mechanics liens for work or materials supplied to the payment of an ascertainable amount of money, Project and (3iv) any mechanic’s, materialman’s or broker’s liens filed against pursuant to an agreement between Seller and a Property as a result broker. If Buyer fails to so give Seller notice of Seller’s acts its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (b) above. If Seller does so reasonably cure or omissions (e.g.satisfy, failure or undertake to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichreasonably cure or satisfy, prior such objection to the expiration satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the Due Diligence Periodright at any time to waive any objections that it may have made and, the Title Company has agreed thereby, to preserve this Agreement in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;full force and effect.

Title and Survey Review. The condition of Sellers, at Sellers' sole cost and expense, shall, within five (5) days after the title date hereof, deliver to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or Purchaser a commitment for title insurance Title Insurance or a Commitment to Insure (individuallythe "COMMITMENT") dated no earlier than the date hereof, a “Title Commitment” and collectively, the “Title Commitments”) prepared issued by First American Chicago Title Insurance Company (the “"TITLE COMPANY") through its agent American Title Company”, 1000 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 (phone: 817-335- 5741, fax: 800-000-0000) with respect (Attn: Ms. JxXxxx Cloud) (the "ESCROW AGENT"), showing (i) title to each Real Property. Buyer may request from the Title Company an updated Title CommitmentPhase I Property to be good and indefeasible and vested in Verandah Condominiums (hereafter defined) and (ii) title to the Remainder to be good and indefeasible and vested in the Partnership, both together with true, correct and legible copies of all items and documents referred to on Schedule B therein, for any or all . Seller has delivered to Purchaser a Survey (the "SURVEY") of the Properties. Prior to Phase I Property and the Effective DateRemainder, Seller has provided to Buyer a copy of an existing survey of each Propertyprepared by Lxxxxx & Associates, Inc., and Buyer dated October 15, 1996. Purchaser shall have ten (10) business days after receipt of the Commitment and copies of the exception documents to examine the condition of title and the Survey and approve or disapprove the same. Those items listed in the Commitment or shown on the Survey and not disapproved of by Purchaser or waived by Purchaser's failure to timely terminate this Agreement as hereinafter provided shall be referred to as the "PERMITTED EXCEPTIONS". In the event that Purchaser disapproves of all or any item referred to in the Commitment or shown on the Survey, Sellers shall have a period of ten (10) business days after receipt of Purchaser's written notice of title and/or survey objections within which they may, but without obligation, cure or remove such exceptions provided, however, Sellers shall, as of the Closing (or at Buyer’s sole cost and expenseSellers' expense cause the Partnership to do the same), obtain an update of each survey pay, discharge, bond around or otherwise cause to be released any liens which are Cure Items (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at In the event Sellers fail or before Closing in accordance with, and subject refuse to, Paragraph 3(c)or at Sellers' expense cause the Partnership to, cure all of such items within such ten (210) any mortgagesbusiness day cure period, deeds or in the event that Sellers notify Purchaser (the "CURE NOTICE") of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by items they will cure (the payment "CURE ITEMS") and which items they will not cure, Purchaser shall have the right, exercisable within five (5) days after the earlier of an ascertainable amount of money, and (3i) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of said ten (10) business day cure period or (ii) receipt of Sellers' Cure Notice indicating that Sellers will not cure all of Purchaser's objections, to terminate this Agreement, whereupon the Due Diligence Periodparties hereto shall be released from all obligations hereunder except obligations which expressly survive the termination hereof. If Purchaser shall not so terminate, Sellers shall cure, or cause the Title Company has agreed Partnership to cure, all Cure Items and shall deliver the Partnership Interests with the Partnership owning title in writing its existing condition with the Cure Items having been cured and Purchaser shall, by failing to include timely terminate this Agreement within the time period set forth above, shall be deemed to have waived any objections to such title which have not been cured except as to any uncured Cure Item and warranties contained in the applicable Title Policy documents of conveyance, and all such waived objections shall constitute Permitted Exceptions for purposes hereof. In connection with addressing any of Purchaser's objections as provided for in this Section 2.3 above, Sellers agree to have the Survey updated to a date not earlier than the date of Purchaser's comment letter and to correct the certification so the same is certified in favor of the Partnership, Purchaser, or Seller has agreed any assignee and/or lender of Purchaser identified to Sellers prior to such time (the Survey currently being certified in writing to cause to be included in such Title Policy;favor of Purchaser's general partner).

Title and Survey Review. The condition of the MPT Parties shall order title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance commitments (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from the Title Insurance Company Company, surveys and a zoning reports for the Real Property promptly after the Effective Date (the expenses associated with such commitments, surveys and reports, the “Title CompanyExpenses”). Subject to Section 6.5, the Prospect Medical Parties shall be responsible for and shall pay and be responsible for all Title Expenses. The MPT Parties shall promptly provide the Prospect Medical Parties with written notice of its objection (an "Objection") to any matters shown in the Title Commitments, surveys or zoning reports (“Title Matters”). All Title Matters with respect to which the MPT Parties fail to object to the Prospect Medical Parties in writing thirty (30) days after the MPT Parties’ receipt of the Title Commitments (including legible copies of all listed title exception documents) with respect to each Real Property. Buyer may request from matters shown thereon, thirty (30) days after the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all MPT Parties’ receipt of the Properties. Prior survey with respect to matters shown thereon, or thirty (30) days after the Effective Date, Seller has provided MPT Parties’ receipt of the zoning report with respect to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertymatters shown thereon, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyercase, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “included in the definition of Permitted Exceptions”: all matters disclosed by the Title Commitments Encumbrances; provided, however, in no event shall tax liens or Encumbrances securing Indebtedness be deemed Permitted Encumbrances, other than the Foothill Intercompany Loan (Aas herein defined) those matters which shall be subordinated as required pursuant to Section 6.2(h). In the event that the Closing of the Special Condition Property is delayed beyond the applicable period for which the Title Company has removed will remove the survey exception from the applicable Title Commitment, the MPT Parties shall be permitted to obtain an updated survey thereof. If any Encumbrance other than a Permitted Encumbrance not revealed in any Title Commitment or survey is discovered by the MPT Parties or by the Title Company and is added to the Title Commitment by written supplement and the Title Company (Bor to any subsequent survey, if applicable) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration applicable Closing, the MPT Parties shall have until the earlier of (i) ten (10) days after the MPT Parties’ receipt of the Due Diligence Periodupdated, revised Title Commitment (or subsequent survey, if applicable) showing such new title exception, together with a legible copy of any such new matter, or (ii) the date of the applicable Closing, to provide the Prospect Medical Parties with an Objection to any such new title exception. The MPT Parties and Prospect Medical Parties shall reasonably cooperate and work together in good faith to resolve each Objection raised by the MPT Parties to the extent same is not a Permitted Encumbrance. Seller shall not under any circumstance be required or obligated to eliminate any Objection or Encumbrance, including without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Objection or Encumbrance or to arrange for title insurance insuring against enforcement of same, notwithstanding that Seller may have attempted to do so; provided, however, Seller shall satisfy all Mandatory Objections. If the Prospect Medical Parties do not remove or cure any Encumbrance which is not a Permitted Encumbrance prior to the applicable Closing Date, or if the Title Company has agreed in writing is unable to include in issue at the applicable Closing an owner’s (or lender's, as the case may be) title insurance policy insuring good and marketable title to any portion of the Real Property free and clear of all Encumbrances other than the Permitted Encumbrances, Prospect Medical shall have the right to adjourn the scheduled the applicable Closing Date, one (1)-time only, for up to thirty (30) days in order to eliminate or endeavor to eliminate such Encumbrance which is not a Permitted Encumbrance, provided, that, once such matters are eliminated, Prospect Medical shall provide the MPT Parties at least five (5) Business Days’ notice before such newly scheduled Closing Date. If despite, and after such thirty (30) day adjournment, the Seller does not remove or cure any Encumbrance which is not a Permitted Encumbrance prior to the applicable Closing Date, or if the Title Policy Company is unable to issue at the applicable Closing an owner’s (or Seller has agreed in writing lender's, as the case may be) title insurance policy insuring good and marketable title to cause any portion of the Real Property free and clear of all Encumbrances other than the Permitted Encumbrances, then the MPT Parties shall have the right, at the MPT Parties' option, to be included in terminate this Agreement by written notice to the Prospect Medical Parties with respect to all of the Real Property or the portion of the Real Property affected by such Title Policy;objectionable title matter.

Title and Survey Review. The condition of the title to the Properties. Prior to (a) Promptly after the Effective Date, Seller has provided Escrow Agent will deliver to Buyer an ALTA and Seller a current title report or commitment for title insurance the Property (individuallyas may be updated, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (for the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided issuance to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage owner’s policy of title insurance (the “Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed , together with complete, legible copies of all requirement and exception documents referenced in the Commitment. (b) As part of the Seller’s Diligence Materials, Seller delivered to Buyer a current ALTA As-Built survey of the property (the “Permitted ExceptionsSurvey”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, Promptly after the Buyer’s receipt of the Commitment and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Study Period, Buyer will cause Seller’s surveyor to update the Survey to reflect the Commitment and deliver such updated Survey to Escrow Agent, Seller and Buyer. The Owner’s Title Policy will contain extended coverage only if Buyer provides Escrow Agent with the Survey in a form satisfactory to the Escrow Agent. Buyer will promptly provide Seller with copies of the Survey after receipt thereof, even if in draft form. (c) Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to the earlier of (1) five (5) business days after receiving the Commitment and the Survey or (2) the expiration of the Study Period, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey for such Property to which Buyer objects (collectively, the “Objectionable Matters”). If no Title Notice for a Property is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have approved of the condition of title for such Property and to have elected to waive its rights to terminate this Agreement under this Section 6(c). (d) If a timely delivered Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within one (1) business days after receiving the Title Company Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to cure all the Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within one (1) business days after receiving Seller’s Title Response, to either (i) proceed with the acquisition of the subject Property notwithstanding the Objectionable Matters which Seller has not agreed to cure; or (ii) terminate this Agreement, in which case the Deposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (e) If any Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such Commitment, Buyer will have one (1) business days after Buyer’s receipt of the amended Commitment (and copies of any documents identified in the new exceptions or new requirements) within which to review and, if desired, object in writing to include such new matters as Objectionable Matters. If Buyer so objects, the procedures and timelines set forth above will apply to govern any such objection, Seller’s response thereto and Buyer’s rights thereafter; provided however, that in no case shall the applicable Title Policy Closing Date be extended beyond the close of business June 27, 2014. (f) Notwithstanding the foregoing, in all events Seller will, at or Seller has agreed prior to Closing, (i) pay in writing to full and cause to be included canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering the Property as a result of work performed by or on behalf of Seller; (ii) pay in such Title Policy;full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property; and (iii) cause to be released all loan security documents which encumber the Property and any other monetary lien or encumbrance caused or created by Seller against the Property.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective DateWithout limiting Section 4 hereof, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense's discretion, obtain an update disapprove of each survey anything contained or referenced in the PTR, any of the PTR Exceptions, the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the “Surveys”"Title Notice") thereof to Seller no later than fifteen calendar days prior to expiration of the Due Diligence Period. The Title Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). It shall be a condition to Closing that Upon receipt of the Title Company shall be committed to issue Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other no later than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, five calendar days prior to the expiration of the Due Diligence Period, that Seller intends to cure or otherwise remove from title the Title Defect prior to Closing; or (ii) notify Buyer in writing, delivered to 3102/001/106725 Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Defect, in which event Buyer shall either elect to deliver the Termination Notice pursuant to Section 4(e) hereof or be deemed to have rescinded the Title Notice as to the Title Defect. Seller's failure to deliver either such notice to Buyer within the prescribed time period shall be deemed to be notice that Seller shall not or cannot cure or otherwise remove the Title Defect. If Seller fails to cure or remove from title any Title Defect that Seller has agreed to cure or remove prior to Closing, Seller shall not be deemed to be in default under this Agreement and Buyer's sole and exclusive remedy shall be the waiver of its rights with respect to the Title Defect or termination of this Agreement and refund of the Deposits pursuant to Section 7 hereof. As used in this Section 3, the term "remove" shall mean that Seller shall (i) take such actions as may be necessary to eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular Title Defect, or (ii) cause the Title Company has agreed (as defined below) to remove the Title Defect as an exception to title in writing to include in the applicable Buyer's Title Policy (as defined below) or Seller has agreed in writing to cause to be included in such Title Policy;insure against the same.

Title and Survey Review. The condition of (a) During the Contingency Period, Purchaser will obtain, at Purchaser's cost, a title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for issued and underwritten by a nationally reputable title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company company of Purchaser's choosing (the “Title Company”), sufficient for the issuance of the standard form owner’s policy of title insurance used in the State of Florida covering the Property and access thereto and proposing to insure Purchaser in the amount of the Purchase Price (“Title Commitment”) together with respect to each Real Property. Buyer may request from a complete and legible copy of all instruments identified as requirements, conditions or exceptions on Schedule B of the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of Commitment and the Propertiesvesting deed. Prior to the Effective Dateexpiration of the Contingency Period, Purchaser, at Purchaser’s expense, may obtain a survey of the Property made in accordance with minimum standard details of the State of Florida and/or the requirements for ATLA/NSPS land title surveys and containing such additional information and certifications as shall be required by Purchaser, in its sole discretion (the “Survey”). In the event the Survey legal description differs from the legal description attached as Exhibit A hereto, Seller has provided agrees to Buyer executed a copy quit- claim deed at Closing conveying Seller’s interest in the Property that comprises the Survey legal along with the Deed (as defined below) as required in Section 8. (b) Prior to the expiration of the Contingency Period, Purchaser may object to any matters disclosed by the Title Commitment or the Survey (the “Objections”) by delivering written notice of its Objections (the “Objection Notice”) to Seller. Purchaser shall have the right to request an existing survey update to the Title Commitment at any time prior to Closing. If at any time after Purchaser's initial Objection Notice is issued, an amendment to the Title Commitment showing any additional exception(s) to title or if the Survey is amended and discloses any additional exception(s) or other matter(s) not discernible from the original Survey, Purchaser shall be entitled to object to any such additional matter(s) by delivering a subsequent Objection Notice to Seller on or before ten (10) business days after Purchaser’s receipt of each Propertythe amendment to the Title Commitment (or ten (10) business days after Purchaser’s receipt of the amended Survey, as applicable). If Purchaser fails to deliver an Objection Notice objecting to any matter set forth in the Title Commitment or Survey, or any subsequent amendment to the Title Commitment or Survey, within the relevant time periods prescribed above, Purchaser shall be deemed to have approved such matters. (c) If Purchaser timely delivers any Objection Notice pursuant to paragraph 6(b) above, Seller shall then have the right until the Closing Date (as hereinafter defined) within which to reasonably cure or satisfy the Objections; provided, however, that Seller shall, on or before the Closing Date and Buyer may, at BuyerSeller’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter definedi) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) satisfy any mortgages, deeds of trust trust, deeds to secure debt, liens, or other similar encumbrance evidencing outstanding indebtedness voluntarily created monetary encumbrances affecting the Property (and all of Seller’s obligations under or relating to each of the foregoing shall be paid and performed as and when due prior to the Closing), and (ii) satisfy or correct any and all title objections arising from Seller’s breach of any provision of this Agreement (collectively (i) and (ii), the “Required Removal Exceptions”). To the extent that any Objections contained within the Objection Notice do not constitute Required Removal Exceptions, Seller shall deliver a written notice (a “Response”) to Purchaser within ten (10) days after receiving the Objection Notice, which Response shall state whether or not Seller shall cure the Objections (and the failure to provide such notice within ten (10) days after the date of the Objection Notice shall be deemed to constitute an election by Seller not to effect any such cure). If Seller elects not to remove one or more title objections (or is deemed to have so elected), then, within ten (10) business days after Seller’s election, Purchaser may elect in writing to either (i) terminate this Agreement, in which can event the Xxxxxxx Money shall be returned to Purchaser, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (ii) waive such title objections and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. Failure of Purchaser to respond in writing within such period shall be deemed an election by Purchaser to waive such title objections and proceed to Closing. If Purchaser has conditionally waived an objection (based upon Seller’s statement in the Response), or if Seller has agreed to satisfy or comply with any demand, request or condition and the condition is not satisfied by the payment Closing or Seller fails to comply with such demand or request, Seller shall be deemed to be in default under this Agreement. Subject to the immediately preceding sentence, in the event that Purchaser waives an objection, such exception shall be part of an ascertainable amount the Permitted Exceptions (as herein defined) hereunder. Except as contemplated by this Agreement, Seller agrees not to place any additional consensual liens, consensual encumbrances or easements against the Property, or enter into any new lease, agreement of moneysale, option or any other agreement or contract affecting the Property following the Effective Date, unless Purchaser consents to such new item in writing. The Closing Date shall be automatically extended to allow all time periods in paragraphs 6(b) and (3c) any mechanic’sto run fully. (d) As used in this Agreement, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The term “EndorsementsPermitted Exceptions” shall include only those endorsements which, prior collectively mean: (i) the exceptions to title reflected in the Title Commitment and all amendments to the expiration of Title Commitment which are approved (or deemed approved) by Purchaser pursuant to this Section 6; (ii) zoning regulations applicable to the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Property; and

Title and Survey Review. The condition (a) Within Three (3) days of the Date of this Agreement, Seller shall provide Buyer with a copy of the title insurance commitment issued by Chicago Title Insurance Company, to Seller with regards to the Propertiespurchase of the Property. Prior to Within Fifteen (15) days of the Effective DateDate of this Agreement, Seller has provided to Buyer an ALTA title report or commitment for shall obtain a title insurance commitment to insure the Property (individually, a the “Title Commitment” and collectively, the “Title Commitments”) prepared by First American from Chicago Title Insurance Company Company, through its agent, Riverside Abstract, LLC (the “Title Company”) ). Buyer agrees to give Seller written notice of any objections Buyer has regarding title matters with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from shown on the Title Commitment by written supplement and (Bcollectively, “Buyer’s Objections”) those “Mandatory Cure Items” at least ten (as hereinafter defined). “Mandatory Cure Items” shall mean (110) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the expiration of the Due Diligence Period, Inspection Period (the “Title Company has agreed Objection Deadline”). Buyer waives any title objections it does not make in writing to include in Seller before the applicable Title Policy or Objection Deadline. If Seller has agreed does not respond in writing to Buyer’s Objections within five (5) business days after Buyer deliver its Buyer’s Objections, Seller will be deemed to have refused to cure or cause to be included cured any of Buyer’s Objections except that Seller will be deemed to have agreed to cure any liens on the Property imposed by, or caused by, Seller, during its ownership of the Property. If Seller agrees to cure or cause to be cured one or more Buyer’s Objection (collectively, the “Objections to be Cured”), Buyer’s obligation to close on the applicable portion of the Property at each Closing is contingent upon (i) Seller curing such Objections to be Cured to the Title Company’s satisfaction to remove the objection or provide reasonable affirmative coverage over such objection and (ii) there being no new title exceptions that would be reflected on an updated Title Commitment occurring after the later of the Date of this Agreement or the date of the Title Commitment not removed or fully satisfied by the Seller prior to the applicable Closing or not otherwise approved by Buyer, with such approval not to be unreasonably withheld, conditioned, delayed, or denied, except that new title exceptions involving: (A) the addition of the Property to the coverage of the Declaration of Protective Covenants, Restrictions, Easements, Charges and Liens for Waterbridge dated August 8, 2006, and recorded August 24, 2006, in Deed Book 3147 at Page 901 (as amended and assigned, the “Waterbridge Declaration”) and the applicability of the terms, conditions, covenants, restrictions, easements, and other matters set forth therein to the Property, (B) the imposition, amendment or modification of architectural review guidelines and procedures affecting the Property in accordance with the Waterbridge Declaration, (C) the imposition, amendment, or modification of rules and regulations affecting the Property and/or common areas within the Waterbridge development in accordance with the Waterbridge Declaration, (D) imposition of easements, restrictions, and other matters affecting the Property related to the general development of the Property into Lots within the Waterbridge community provided such easements, restrictions, and other matters do not have a material adverse effect on the ability of the Buyer to construct single family homes on the Lots consistent with the requirements of the Waterbridge Declaration and the ARC Guidelines (as defined in Section 21 below) and procedures affecting the Property which have been adopted and recorded prior to the Initial Closing, and (E) title exceptions created or suffered by Buyer, shall all be considered Permitted Exceptions which have been deemed approved by Buyer (the “Title Policy;Closing Contingency”). Seller may, but shall have no obligation to cure or cause to be cured any or all of Buyer’s Objections with any such cure being at Seller’s sole costs or that of the current owner of the Property. If Seller does not agree to cure all of Buyer’s Objections prior to the end of the Inspection Period, Buyer may terminate this Agreement in accordance with Section 7 hereof. Following the expiration of the Inspection Period, without termination of this Agreement by Buyer, any Buyer’s Objections which are not designated by Seller as Objections to be Cured shall be deemed waived by Buyer and shall be Permitted Exceptions, as defined in Section 12 below. (b) Seller has furnished Buyer with a copy of a survey (the “Phase II Survey”) of the undeveloped Property which sets forth the boundaries of the undeveloped Property prior to subdivision into Lots. Buyer agrees to give Seller written notice of any objections Buyer has regarding survey matters with respect to the Property shown on the Phase II Survey or otherwise (collectively, “Buyer’s Survey Objections”) not later than ten (10) days prior to the expiration of the Inspection Period (the “Survey Objection Deadline”). Buyer waives any survey objections it does not make in writing to Seller before the Survey Objection Deadline. If Seller does not respond in writing within three (3) business days after Buyer delivers its Buyer’s Survey Objections, Seller will be deemed to have refused to cure any of Buyer’s Survey Objections. If Seller agrees to cure or cause to be cured one or more Buyer’s Survey Objection (collectively, the “Survey Objections to be Cured”), Buyer’s obligation to close on the applicable Property at each Closing is contingent upon Seller curing or causing to be cured such Survey Objections to be Cured to the Title Company’s satisfaction to remove the survey objection or provide reasonable affirmative coverage over such survey objection (the “Survey Closing Contingency”) which shall be a Buyer’s Condition Precedent. Seller may, but shall have no obligation to, cure or cause to be cured any or all of Buyer’s Survey Objections with any such cure being at Seller’s sole cost. Following the expiration of the Inspection Period without termination of this Agreement by Buyer, any Buyer’s Survey Objections which are not designated by Seller as Survey Objections to be Cured shall be deemed waived by Buyer and be Permitted Exceptions.

Title and Survey Review. The condition of the title to the Properties. (a) Prior to the Effective Date, Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of September 4, 2019 (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser has unconditionally approved of the condition of title to the Property and the Survey, subject to Seller’s obligations set forth in Section 6.2(c) below. Except as expressly provided in Section 6.2(c) of this Agreement, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title matters. Purchaser may subsequently object to title matters in accordance with Section 6.2(b) below, and in no event shall Purchaser ever be deemed to waive any Must-Cure Matters. (b) After the Contingency Date and prior to Closing, Purchaser may notify Seller in writing of any objections to title or survey matters (i) (x) raised by the Title Company between the Contingency Date and the Closing and which were not disclosed in writing by the Title Company to Purchaser prior to the Contingency Date, or (y) which appear on the Updated Survey but which were not included on the Survey; (ii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the Contingency Date; and (iii) that constitute Material Title Matters (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception within three (3) Business Days after being made aware of the existence of such New Exception. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2) Business Day period, Seller does not remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a notice to Seller terminating this Agreement on or before the date two (2) Business Days following expiration of the two (2) Business Day cure period, in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has provided removed or otherwise affirmatively insured over, or committed to Buyer an ALTA title report do the same as set forth above) will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), then neither Purchaser nor Seller shall have any further rights or commitment obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure (or cause deletion from the Title Policy or provide affirmative title insurance over) exceptions to title to the Property listed on Exhibit K attached hereto (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “SurveysMust-Cure Matters”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;.

Title and Survey Review. The condition (a) Within twenty (20) days of the title to the Properties. Prior to the Effective Date, Seller has provided to shall, at its sole cost and expense, obtain and provide Buyer an ALTA with a copy of a current title report or commitment for an owner’s policy of title insurance from Escrow Agent in favor of Buyer for each separate Area of the Property for the Purchase Price of that Area, together with legible copies of all of Schedule B items, and all other recorded items pertaining to the Property (individuallyeach, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property). Buyer may request from shall be responsible for the Title Company an updated Title Commitment, together with copies cost of all documents referred to therein, for any or all of the Propertiesendorsements requested by Buyer. Prior to the Effective Dateexpiration of the Primary Contingency Period, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s its sole cost and expense, obtain an update a survey of each survey the Property or any Area prepared by a licensed Indiana surveyor made in accordance with 2016 minimum standard detail requirements for ALTA/NSPS land title surveys with Table A Items 1-5, 6(a), 7(a) (if applicable), 8, 11, 13, 16-19, and 20 ($1,000,000) (or such other or different Table A Items as Buyer shall elect in its reasonable discretion) (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to at its sole cost and expense, within twenty (20) days after the “Permitted Exceptions” resolution of all Objections (as hereinafter defined) defined and including only as set forth below), shall initiate the proceedings to split the portion of the Property that is identified as Tax Parcel ID 06-04-06-000-011.000- 021 (the “Endorsements” Platted Parcel”) to both parties’ reasonable satisfaction and to split the Platted Parcel to create Area B and that portion of the Platted Parcel that comprises Area C. Buyer, at its sole cost and expense, shall effectuate a plat of the Platted Parcel (as hereinafter definedthe “Plat”) (individually prior to the Closings of Area B and collectivelyArea C; provided, however, the “Title Policy”)parcel split and recordation of the Plat shall not be required if the parties mutually determine such split and recordation is not required to legally effectuate the conveyance of Area B to the Buyer. The following matters shall be deemed “Permitted Exceptions”: all Seller and Buyer agree to cooperate with each other to effectuate the split of the Platted Parcel if the parties mutually determine the Plat is not required, but some other action, consent, or agreement is required. (b) Prior to the expiration of the Primary Contingency Period, Buyer may object to any matters disclosed by the Title Commitments or Surveys (the “Objections”) by delivering written notice of objection (the “Objection Notice”) to Seller. Following Buyer’s initial Objections, if (i) Escrow Agent subsequently issues any amendment to any Title Commitment which shows any additional exception to title or new requirement (other than updated property tax or other assessments), or (Aii) those matters which any Survey is updated and shows any additional exception or other matter not revealed in the Title Company has removed from the original Survey; Buyer shall be entitled to object to any such additional matter by delivering an Objection Notice to Seller and to Escrow Agent on or before ten (10) business days after Buyer’s receipt of any new or amended Title Commitment by (or ten (10) business days after Buyer’s receipt of any new or amended Survey, as applicable). If Buyer fails to deliver an Objection Notice objecting to any matter set forth in any Title Commitment or any Survey, or any new or amended Title Commitment or Survey, within the relevant time periods prescribed above, Buyer shall be deemed to have approved such matters. (c) If Buyer timely delivers any Objection Notice pursuant to Section 6(b) above, Seller shall deliver a written supplement notice (a “Response”) to Buyer within ten (10) business days after receiving the Objection Notice (the “Response Period”), which Response shall state whether or not Seller shall cure the Objections (and (B) those “Mandatory Cure Items” the failure to provide the Response within the Response Period shall be deemed to constitute an election of Seller not to cure any such Objections); provided, however, that Seller shall, on or before the applicable Closing Date (as hereinafter herein defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed for each Area and at or before Closing in accordance withSeller’s sole cost and expense, and subject to, Paragraph 3(c), (2) satisfy any mortgages, deeds of trust trust, deeds to secure debt, liens, or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can monetary encumbrances affecting the Property or Area and shall cause any leases affecting the Property or Area to be satisfied by terminated and the payment of an ascertainable amount of money, tenant thereunder to surrender any possessory rights it has with respect to the Property or Area (and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result all of Seller’s acts obligations under or omissions (e.g., failure relating to pay) which can each of the foregoing shall be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, paid and performed as and when due prior to or at the Closing) (the “Required Removal Exceptions”). If Seller elects, or is deemed to have elected, to cure one or more Objections, then Seller shall cure such Objection within the earlier of thirty (30) days after the delivery of the Response (or the due date for delivery of a Response in the event Seller fails to provide a Response) or the expiration of the Due Diligence Primary Contingency Period; provided, however, if additional time is required to cure one or more Objections, then Seller shall have an additional period of up to sixty (60) days to cure such Objections so long as such cure has been commenced within such thirty (30) day period or before the expiration of the Primary Contingency Period, as the Title Company has agreed case may be, and is being diligently pursued to completion. If Seller elects, by timely delivery of the Response, not to remove one or more Objections (other than Required Removal Objections which Seller is required to cure), then, within the later of the expiration of the Primary Contingency Period or thirty (30) days after Buyer’s receipt of the Response, Buyer may elect in writing to include either (i) terminate this Agreement, in which event the Deposit (and the Additional Deposit) shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (ii) waive any Objections that Seller refuses to cure and proceed with the transactions pursuant to the remaining terms and conditions of this Agreement. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Objections and proceed to the Closings. If Buyer has conditionally waived an Objection (based upon Seller’s statement in the applicable Title Policy or Response), and the condition is not satisfied by the Closing, Seller has agreed in writing to cause shall be deemed to be included in default under this Agreement. Subject to the immediately preceding sentence, in the event that Buyer waives an Objection, such exception shall be part of the Permitted Exceptions (as herein defined) hereunder. Except as contemplated by this Agreement, Seller agrees not to (i) place any additional consensual liens, consensual encumbrances or easements against the Property; (ii) enter into any new lease, agreement of sale, option or any other agreement or contract affecting the Property; or (iii) amend or modify any existing easement or encumbrance on the Property (including, without limitation, any declaration of covenants, conditions, and restrictions for the Property) following the Effective Date; without in each case Buyer’s advance written consent. The Closing Dates (as herein defined) shall be automatically extended to allow all time periods in Sections 6(b) and 6(c) to run fully and such dates shall be independent of the Primary Contingency Period (i.e., the expiration of the Primary Contingency Period shall not limit or waive Buyer’s right to terminate the Agreement for any unresolved Objections not resolved in accordance with timeframes set forth above). (d) As used in this Agreement, the term “Permitted Exceptions” shall collectively mean: (i) the exceptions to title reflected in a Title PolicyCommitment to which Buyer has not objected (or having objected thereafter waives or is deemed to waive its objections thereto) pursuant to this Section 6;

Title and Survey Review. The condition of Purchaser shall cause the Title Company to promptly furnish or otherwise make available to Purchaser a preliminary title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance the Real Property (individually, a “Title Commitment” and collectively, the “Title CommitmentsPTR”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTR. Purchaser shall have until December 16, 2013 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “SurveysTitle Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property and the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than December 18, 2013, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall undertake to cure (by either having the same removed or by obtaining affirmative insurance over the same as part of the final Title Policy) (“Seller’s Response”). It shall be If Seller does not deliver a condition Seller’s Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch date, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Seller shall be deemed “to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until 5:00 p.m. Pacific time on the Contingency Date to (i) deliver a written Termination Notice terminating this Agreement to Seller and Title Company terminating this Agreement as set forth in Section 5.4, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Seller and Title Company have not received written notice from Purchaser by the Title Commitments other than (A) those matters Contingency Date, such failure shall be deemed Purchaser’s termination of this Agreement, unless Purchaser has delivered an Approval Notice under Section 5.4, in which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” case Purchaser shall mean (1) those matters which Seller has agreed in writing be deemed to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds have waived of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior all such objections to the expiration of PTR and the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Updated Survey.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and At least three (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Business Days prior to the expiration of the Due Diligence Inspection Period, the Purchaser shall notify the Seller of any matters identified in the Title Commitment or shown on the Survey (or any supplements or updates thereto) which the Purchaser finds objectionable in its sole and absolute discretion. Seller shall have two (2) Business Days from its receipt of a title objection notice from Purchaser to notify Purchaser in writing whether Seller commits to cause such objections to be removed from the land records or insured against (and with any matters proposed to be insured against by Seller or Title Company, in a manner satisfactory to Purchaser in its sole discretion) at Closing, provided, however that Seller shall be obligated to remove or cause the removal from the land records of all Voluntary Liens at or prior to Closing. To enable the Seller to make conveyance as herein provided, the Seller may, at the time of delivery of the deed, cause the Escrow Agent to use the Purchase Price or any portion thereof to clear the title of any or all monetary liens and encumbrances, provided that all instruments so procured are recorded simultaneously with the delivery of said deed or arrangements have been made for the subsequent recordation in accordance with usual conveyancing practices and the Title Company is ready, willing and able to issue the Title Policy to the Purchaser without any exceptions for such monetary liens and encumbrances.Except as to any title objections that are based on any item or items listed on Schedule 3 attached hereto, regarding which the Seller shall have no obligation to attempt to cure, Seller shall use commercially reasonable good faith efforts to cure all title objections raised by Purchaser, provided, however, that Seller shall, subject to the preceding sentence relating to the obtaining discharge documents post-Closing in accordance with usual conveyancing practices, be obligated to remove or cause the removal from the land records of all Voluntary Liens at or prior to Closing. If, for any reason, the Seller is unable or unwilling to take such actions as may be required to remedy or remove from the land records any title objections (other than Voluntary Liens) raised by Purchaser, the Seller shall give the Purchaser notice thereof, it being understood and agreed that the failure of the Seller to give such notice within two (2) Business Days after receipt of the Purchaser’s notice of objection shall be deemed an election by the Seller not to remedy any such matters. If the Seller shall be unable or unwilling to remedy any matters (other than Voluntary Liens which Seller shall be obligated to cure or remove as provided herein) as to which the Purchaser has agreed objected, the Purchaser may elect either (i) to terminate this Agreement by notice given to Seller within two (2) Business Days following the Purchaser’s receipt of the Seller’s notice or following the failure of the Seller to give such a notice, whereupon the Deposit shall be refunded to the Purchaser and neither party shall have any further obligations to the other hereunder, except for those obligations which expressly survive the termination of this Agreement or (ii) to proceed to Closing in writing to include accordance with the terms and conditions of this Agreement, notwithstanding such matter and without any abatement or reduction in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Purchase Price on account thereof.

Title and Survey Review. The condition of the title to the Properties. (a) Prior to the Effective Date, Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of July 19, 2018 (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser unconditionally approves of the condition of title to the Property and the Survey, subject to Seller’s obligations set forth in Section 6.2(c) below. Except as expressly provided in Section 6.2(c) of this Agreement, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. In no event shall Purchaser ever be deemed to have waived any Must-Cure Matters. (b) After the Contingency Date and prior to Closing, Purchaser may notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Contingency Date and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the Contingency Date, (iii) not disclosed in writing by Seller to Purchaser and the Title Company prior to the Contingency Date and (iv) that constitute Material Title Matters (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception within two (2) Business Days after being made aware of the existence of such New Exception. Seller shall promptly notify Purchaser if it becomes aware of any New Exceptions that arise after the Contingency Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2) Business Day period, Seller does not remove, or obtain affirmative insurance over the objectionable New Exceptions in form satisfactory to Purchaser in Purchaser’s reasonable discretion, then Purchaser may terminate this Agreement upon delivering a notice to Seller terminating this Agreement on or before the date two (2) Business Days following expiration of the two (2) Business Day cure period, in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has provided removed or otherwise affirmatively insured over, or committed to Buyer an ALTA title report do the same as set forth above) will be included as Permitted Exceptions. If this Agreement is terminated by Purchaser pursuant to the foregoing provisions of this Section 6.2(b), then neither Purchaser nor Seller shall have any further rights or commitment obligations hereunder (except for the Termination Surviving Obligations) and the Independent Consideration shall be paid to Seller. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure (or cause deletion from the Title Policy or provide affirmative title insurance over) exceptions to title to the Property listed on Exhibit L attached hereto (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “SurveysMust-Cure Matters”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Buyer acknowledges that Seller has provided delivered to Buyer an ALTA title report or a current commitment for title insurance (individuallyfor each of the Hotel Properties, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with including copies of all documents referred constituting exceptions to thereinSeller's title to the Hotel Properties (the "Commitments"), for any or all and ALTA surveys of the Properties. Prior to Hotel Properties prepared for Seller at the Effective Date, Seller has provided to Buyer a copy time of an existing survey Seller's acquisition of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey the Hotel Properties (the “"Surveys”"). It Buyer shall be a condition have until the end of the tenth business days following the date of this Agreement (the "Title Review Period") to Closing that review and to give Seller and the Title Company written notice of any matter shown on the Commitments or the Surveys which is unacceptable to Buyer, in Buyer's sole judgment (the "Title Notice"). Seller shall have no obligation to cure any items to which Buyer may object. If Seller or Title Company have not agreed in writing prior to the end of the tenth day following the end of the Title Review Period (the "Cure Period") to satisfy and/or remove any material title matter objected to by Buyer in the Title Notice, Buyer shall have until 5:00 p.m. (Phoenix time) on the fifth day following the end of the Cure Period to terminate this Agreement by delivering a notice of termination to Seller, and upon such termination this Agreement shall be committed of no further force and effect, neither party shall have any further obligation to issue the other except with respect to the indemnity obligations of Buyer set forth in this Section, and Title Company shall immediately return the Earnest Money to Buyer. If Buyer xxxx xot elect to terminate this Agreement prior to the end of the Title Review Period or the Due Diligence Period, the Hotel Properties shall be conveyed to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, subject to those items set forth in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Seller or Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has have not agreed in writing to cause to be removed (the "Permitted Exceptions"); provided, however, at or before Closing in accordance withprior to Closing, Seller shall provide for the release of all monetary liens encumbering the Hotel Properties other than for taxes not yet delinquent and liens created by, through or under Buyer. Seller shall cause each of the Surveys to be brought current and recertified to Buyer. If the updated Surveys reveal title matters not previously depicted on the Survey, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against such title matters would have a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration material adverse affect on Buyer's use and/or operation of the Due Diligence PeriodHotel Properties, the as determined by Buyer in its reasonable discretion, Buyer shall have a period of five business days after its receipt of each updated Survey to notify Seller and Title Company has agreed in writing of its objection to include in such matters, which objection shall be deemed a Title Notice and solely for purposes of the applicable Title Policy or Seller has agreed in writing to cause to be included objection(s) set forth in such Title Policy;Notice, the Cure Period and Seller's rights following such Cure Period as described above shall be applicable.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Datedate hereof, Buyer has obtained the Commitment, copies of all of the Title Documents, and the Survey and has furnished Seller copies of the same. Buyer hereby confirms its receipt, and hereby confirms its approval, of the Commitment and the Survey, subject to the matters contained in the Title Objections (hereinafter defined). Buyer has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American caused Lawyers Title Insurance Company Corporation (in such capacity, the “Title Company”) to prepare a title insurance commitment, including such affirmative insurance and endorsements as Buyer may reasonably desire (the “Commitment”). Buyer has obtained an ALTA/ACSM as built survey of the Real Property (the “Survey”), certified to Buyer, the Title Company, and any lender of Buyer. Such Commitment and Survey are referred to as “Title Evidence”. Buyer has delivered to Seller written objections (“Title Objections”) as to the form and/or contents of the Title Evidence and, except for the Title Objections, Buyer has waived title objections with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies all matters of all documents referred to therein, for any or all of the Properties. Prior record affecting title to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Real Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (Aa) those matters which arising after the Title Company has removed from effective date of the Title Commitment by written supplement and (Bb) those “Mandatory Cure Items” Monetary Liens (as hereinafter defined). Except as otherwise set forth herein, any title or survey material not objected to by Buyer in the Title Objections shall be a “Mandatory Cure ItemsPermitted Exception” shall mean (1) those matters which Seller has agreed in writing hereunder. Notwithstanding the foregoing, with respect to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the liens securing payment of an ascertainable amount of money(“Monetary Liens”), and (3) any mechanic’s, materialman’s Seller shall remove or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied cure such Monetary Liens by the payment of an ascertainable amount funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date hereof and which are not consented to by Buyer under the terms hereof; provided, however that Seller shall not be obligated to incur costs in excess of money$25,000 in the aggregate to remove involuntary monetary liens and any other title clearing efforts that Seller is obligated to undertake. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured or waived by Buyer prior to Closing, Buyer will have the expiration option as its sole and exclusive remedies to (i) terminate this Agreement and receive a refund of the Due Diligence Period, Escrowed Amount in accordance with the Title Company has agreed in writing Deposit Escrow Agreement or (ii) proceed to include close without any reduction in the applicable Purchase Price. If Buyer elects the latter, any uncured Title Policy or Seller has agreed in writing to cause to Objections shall be included in such Title Policy;deemed a Permitted Exception.

Title and Survey Review. The condition If Purchaser is not satisfied with the matters disclosed in the Title Commitment or Survey (including all documents underlying the status of title including, without limitation, any exceptions identified in the title Title Commitment and the Survey), then Purchaser shall, if it desires, be entitled to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company give written notice (the “Title CompanyDefect Notice”) to Seller on or before the end of the thirtieth (30th) calendar day from the date the Title Company delivered the Title Commitment to Purchaser of any objectionable matters (the “Objections”). If Purchaser fails to timely deliver the Defect Notice, all exceptions (other than the standard printed exceptions committed to be deleted) disclosed in the Title Documents shall become “Permitted Matters.” If Purchaser delivers a Defect Notice within the time period provided, Seller may elect to: (i) cure or, if applicable and reasonably acceptable to Purchaser, cause the Title Company to insure against or endorse over such Objections at any time prior to Closing or (ii) take no action with regard thereto. Seller shall give Purchaser written notice of Seller’s election within five (5) days after Seller’s receipt of a Defect Notice from Purchaser. Seller’s failure to provide such a notice within five (5) days shall be deemed to be Seller’s notice that it will take no action with respect to each Real Propertyany matters which are the subject of Purchaser’s Objections. Buyer If Purchaser is dissatisfied with Seller's cure or election not to cure, Purchaser may request from the Title Company an updated Title Commitmenteither (i) elect to waive such Objection and proceed to Closing, together with copies or (ii) terminate this Agreement by delivering written notice to Seller within five (5) days of all documents referred to therein, for any receiving notice of Seller’s election (or all of the Properties. Prior end of Seller’s period in which to so elect if no election is made by Seller) in which event Purchaser shall receive the entirety of the Deposit then held by Title Company, including any interest accrued thereon, and the Agreement shall terminate and the Parties shall be relieved of any further liability or obligation hereunder except to the Effective Date, Seller has extent otherwise provided herein to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyersurvive termination. Purchaser’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition failure to Closing that the Title Company shall be committed timely elect to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, waive such Objection(s) in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters writing shall be deemed “Purchaser’s election to terminate. The Property shall be conveyed to Purchaser by Seller subject to the Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined)Matters. “Mandatory Cure Items” shall mean (1) those matters which If Seller has agreed in writing elects to cause to be removed at or before Closing in accordance withcure any Objection, using commercially reasonable, good faith efforts, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust is unable to effect such cure or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure otherwise fails to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, do so prior to the expiration Closing Date, such failure shall not be a default under this Agreement, and Purchaser shall have the same remedies that are available for the failure of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;a condition not within Seller’s control.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, (a) Seller has provided to Buyer an ALTA delivered a current title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American ALTA Standard Form of Owner Policy of Title Insurance Company dated October 23, 2020 at 8:00 AM (Order Number 141130967NBU) (the “Title CompanyCommitment”) with respect issued by Title Insurer covering title to each the Real Property. Buyer may request from All exceptions and matters shown on the Title Company an updated Title Commitment, together all matters of public record, including those records on file at the Dowagiac Public Library, all matters disclosed on the Survey, and with copies any exceptions arising out of all documents referred to thereinan act of Purchaser or its representatives, for any agents, employees or all of independent contractors are deemed “Permitted Title Exceptions.” On the Properties. Prior to the Effective Closing Date, Seller has provided shall cause the Title Insurer to Buyer a copy of an existing survey of each Property, and Buyer mayissue, at BuyerPurchaser’s sole cost and expense, obtain an update a signed and dated markup of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy Commitment that is legally binding upon the Title Insurer or a title policy in the amount of Title Insurance for each Property, in an amount equal the Purchase Price insuring fee simple title to the Allocated Purchase Price and insuring title to each Real Property is vested in BuyerPurchaser as of the Closing Date, subject only to the “Permitted Exceptions” Title Exceptions (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters A failure by Purchaser to satisfy any conditions to, or undertake any action necessary for, the issuance of a requested endorsement shall be deemed “Permitted Exceptions”: all matters disclosed not excuse Purchaser from its obligations hereunder. From the Effective Date through the Closing Date, Seller shall not create any recorded encumbrances on the Real Property other than those listed in the Title Commitment or shown on the Survey or those that relate to real estate taxes not yet due or payable or as required by the Title Commitments other than United States Environmental Protection Agency or the Michigan Department of Environment, Great Lakes and Energy, without the express prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole and absolute discretion; provided that, notwithstanding anything to the contrary herein, nothing in this Contract shall restrict Seller’s right to continue operating the Real Property in the ordinary course consistently with Seller’s past practices and Seller may, in its sole discretion, execute, modify, cancel, extend, renew or otherwise change any contracts related to the Property, including Service Contracts and Leases, so long as any such change is commercially reasonable under the circumstances. (Ab) those matters which Purchaser has obtained a survey from Jxxxx Pxxxxx Rxxxxxxx dated December 7, 2018 (Job No. 2018-0331) (the Title Company has “Survey”). Purchaser shall deliver a copy of any updates to the Survey to Seller within two (2) business days of receipt. (c) Notwithstanding anything to the contrary contained in this Contract, Seller shall have no affirmative obligation hereunder to expend any funds or incur any liabilities in order to cause any title exceptions to be removed from the Title Commitment or insured over by written supplement the Title Insurer. Real Estate Sale Contract 3 (d) If any update to the Title Commitment or update to the Survey discloses previously unknown and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” undisclosed exceptions or conditions other than the Permitted Title Exceptions, to which Purchaser objects, then Purchaser shall mean (1) those matters which notify Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), of such objection within two (2) any mortgagesbusiness days after receipt of the update to the Title Commitment or Survey, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by as the payment of an ascertainable amount of moneycase may be, and identify the objection with specificity. With respect to objections to Survey, such objections shall be made no later than seven (37) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the Closing Date and only with respect to the unknown and undisclosed exceptions or conditions that have an actual material adverse impact on Purchaser’s intended use of the Property. With respect to any objection permitted under this Section 5(d), Seller shall have five (5) business days to cure the objection (but no obligation to do so). If Seller does not timely cure or affirmatively elects not to cure the objection, Purchaser shall, within two (2) business days after the expiration of such five (5) business day period, but no later than the Due Diligence PeriodClosing, either accept title or, at its option, terminate this Contract, in which event the Title Company has agreed in writing Exxxxxx Money Deposit shall be returned to include in Purchaser. If Purchaser does not make an election, Purchaser shall be deemed to have accepted title, waived its objections and shall be required to proceed to the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Closing.

Title and Survey Review. The condition of During the Title and Survey Review Period, Purchaser shall review title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which Commitment and the Title Company Survey, provided that Purchaser has removed from received the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” within the time period specified herein, Purchaser shall mean (1) those matters which Seller has agreed make any objections thereto in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), Seller no later than ten (210) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the expiration of the Due Diligence Inspection Period. Seller may respond to Purchaser's objections in writing no later than three (3) days prior to the expiration of the Inspection Period. Seller's failure to provide a written response within said three (3) day period shall be deemed Seller's refusal to cure any Purchaser objection other than as set forth in this Section 5.3. Seller shall have no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser's consent (if requested, such consent shall not be unreasonably withheld or delayed). The term "Permitted Exceptions" shall mean: the specific exceptions (excluding standard exceptions that are part of the promulgated title insurance form for the Title Policy) in the Title Commitment that the Title Company has not agreed to remove from the Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Survey which have not been objected to as of the end of the Inspection Period; real estate taxes for the year in writing to include in which the applicable Title Policy Closing occurs which are not yet due and payable; rights of tenants under the Leases; rights of tenants or Seller has agreed in writing to cause to be included in such Title Policy;licensees under License Agreements; and any licensees under any Service Contracts (approved by Purchaser) not terminated as of Closing.

Title and Survey Review. The condition (A) As of the Execution Date, (i) Purchaser has caused to be delivered to Seller title reports or commitments (the "Title Commitments") for extended coverage title insurance policies with respect to the Properties. Prior to Real Property issued by the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) , along with legible copies of all of the exception documents referenced therein with respect to each of the Facilities and (ii) Purchaser has ordered a litigation, bankruptcy, judgment and security interest search in the names of the Sellers, the Facilities, XL, in the case of the Essington Manor Facility, and Purchaser and ESC in the case of the remaining Facilities (the "Litigation and Lien Search"). (B) As of the Execution Date, Purchaser has ordered ALTA surveys with respect to any of the Real Property. Buyer may request from Property not covered by the Existing Surveys (the "New Surveys"), which are being prepared by surveyors acceptable to Purchaser (the "Surveyors") and Purchaser has requested that the Existing Surveys be recertified to Purchaser, NHP and the Title Company an updated Title Commitment, (the "Recertified Surveys" and together with the New Surveys, the "Surveys"), with, in each case, the intent of the parties being that at Closing Purchaser will receive ALTA Surveys which are sufficient to cause the Title Company to issue the Title Policies (as defined below) without the survey exception or, in the case of the portion of the Real Property located in Texas, with the survey exception limited to shortages in area (the "Surveys"). The New Surveys shall be certified to the Purchaser, Sellers, the Title Company and NHP and, upon completion thereof, Purchaser shall cause the New Surveys and the Recertified Surveys to be delivered by the Surveyors to Purchaser, Sellers, the Title Company and NHP. (C) Prior to Closing, in the case of any of the Facilities which are subject to an anticipated March 31, 2004 Closing, and within five (5) business days, in the case of any of the Facilities which are subject to an anticipated Closing subsequent to March 31, 2004, after Purchaser's receipt of the last of the Title Commitment (including legible copies of all of the exception documents referred referenced therein), the results of the Litigation and Lien Search and the Survey with respect to thereina Facility, for Purchaser shall advise the applicable Seller in writing on a Facility by Facility basis of its objections, if any, to the matters reflected therein (a "Title and Survey Objection Letter"). (D) Prior to Closing, in the case of any of the Facilities which are subject to an anticipated March 31, 2004 Closing, and within five (5) business days after the applicable Seller's receipt of the Title and Survey Objection Letter related to the Facility owned by it, in the case of any of the Facilities which are subject to an anticipated Closing subsequent to March 31, 2004, such Seller shall specify by written notice delivered to Purchaser which of the objections described therein it will correct at or prior to the Closing Date and which of such objections it is unable or elects not to correct at or prior to the Closing Date (the "Seller Title and Survey Response Notice"). If any Seller fails to deliver a Seller Title and Survey Response Notice prior to Closing or within the applicable five (5) day period, as applicable, such Sellers shall be deemed to have elected not to correct any of the matters to which Purchaser objected in the applicable Title and Survey Objection Letter. If a Seller elects or is deemed to have elected not to correct some or all of the Properties. Prior matters objected to in the applicable Title and Survey Objection Letter, Purchaser shall have until Closing, in the case of any of the Facilities which are subject to an anticipated March 31, 2004 Closing, or within five (5) days after the receipt of a Seller Title and Survey Response Notice or after the date by which the Seller Title and Survey Response Notice was due in accordance with the terms hereof , in the case of any of the Facilities which are subject to an anticipated Closing subsequent to March 31, 2004, in which to advise the applicable Seller of its decision to close, notwithstanding the defects which such Seller is unable, or has elected not, to correct, or of its election to terminate this Agreement either in its entirety or solely as to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”affected Facility(ies). It shall be a condition In the event Purchaser elects to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property terminate this Agreement as a result of Seller’s acts the existence of title, survey or omissions defects which a Seller elects not, or is unable, to correct by Closing, neither party shall have any further rights or obligations hereunder. (e.g., failure to payE) which can be satisfied by Any matter reflected on the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to Title Commitments or in the expiration results of the Due Diligence PeriodLitigation and Lien Search or on the Surveys and not objected to by Purchaser or as to which Purchaser waives its objections in accordance with the terms hereof, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause shall be deemed accepted by Purchaser and shall for purposes hereof be deemed to be included in such Title Policy;the "Permitted Exceptions."

Title and Survey Review. The condition of the title to the Properties. (a) Prior to the Effective Dateexecution and delivery hereof, Seller has provided Sellers have, at their own cost, caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser a preliminary title report or commitment for title insurance the Real Property having an effective date of November 9, 2021 (individually, a the “Updated Title Commitment” and collectively, the “Title Commitments”) prepared by First American and copies of all underlying title documents described in the Updated Title Insurance Company Commitment. Purchaser shall have until the date which is ten (10) Business Days following the Effective Date (the “Title CompanyNotice Date”) with respect to each provide written notice (the “Title Notice”) to Sellers and Title Company of any title matters shown on the Updated Title Commitment and/or the Updated Survey which are not satisfactory to Purchaser. If Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property set forth in the Updated Title Commitment and the Updated Survey, subject to Sellers’ obligations set forth in Section 6.2(c) below. Except as expressly provided herein, Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Sellers shall deliver, no later than the date which is five (5) days following receipt of the Title Notice, written notice to Purchaser and Title Company identifying which disapproved items, if any, Sellers shall undertake to cure (by either having the same removed or by obtaining affirmative insurance over the same as part of the final Owner Title Policy) (“Sellers’ Response”). If Sellers do not deliver Sellers’ Response prior to such date, Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Sellers elect, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Final Contingency Date to (i) deliver a written notice (a “Termination Notice”) to Sellers and Title Company terminating this Agreement as set forth in Section 5.4 above, or (ii) waive any such objection to title to the Real PropertyProperty (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). Buyer may request If Sellers and Title Company have not received written notice from Purchaser by the Final Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the Updated Title Commitment and the Updated Survey. (b) Purchaser may, at or prior to Closing, notify Sellers in writing (the “Gap Notice”) of any objections to title issues (i) raised by the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all between the expiration of the Properties. Prior to Final Due Diligence Period and the Effective DateClosing, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that ii) not disclosed in writing by the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Purchaser prior to the expiration of the Final Due Diligence Period, and (iii) not -20- disclosed in writing by Sellers to Purchaser and the Title Company has agreed prior to the expiration of the Final Due Diligence Period (“New Exceptions”); provided that Purchaser must notify Sellers of any objection to any such New Exception prior to the date which is the earlier to occur of (x) four (4) Business Days after being made aware of the existence of such New Exception and (y) prior to the Closing Date. If Purchaser fails to deliver to Sellers a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Sellers will have two (2) days from the receipt of Purchaser’s notice (and, if necessary, Sellers may extend the Closing Date to provide for such two (2) day period and for two (2) days following such period for Purchaser’s response), within which time Sellers may, but are under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same at or prior to Closing. If, within the two (2) day period, Sellers do not remove or otherwise obtain affirmative insurance reasonably acceptable to Purchaser over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a Termination Notice to Sellers in writing accordance with Section 5.4 above no later than the Closing Date, in which case Purchaser shall be entitled to include return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the applicable manner set forth above, the New Exceptions (except those Sellers have removed or otherwise affirmatively insured over, or committed to do the same as set forth above) will be included as Permitted Exceptions. (c) Notwithstanding any provision of this Section 6.2 to the contrary, Sellers will be obligated to cure exceptions to title to the Real Property and Improvements relating to (or, as to (ii) and (iii) below, cure or cause deletion from the Owner Title Policy or affirmative title insurance over) (i) liens and security interests securing any loan to either Seller has agreed or both Sellers, (ii) any mechanics’ or supplier liens on the Real Property created by or through the actions of either Seller or both Sellers (which shall not include liens described in writing clause (v) of Section 6.3 hereof), and (iii) any other liens or security interests created by documents executed by either Seller or both Sellers to cause to be included in such Title Policy;secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year (collectively, the “Must-Cure Matters”).

Title and Survey Review. The condition (a) Purchaser shall have obtained title insurance commitments for each of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance Real Properties (individually, individually a “Title Commitment” and collectively, together the “Title Commitments”) prepared and copies of all exception documents referenced therein, naming Purchaser as the proposed insured for an owner’s title insurance policy in the amount of the Purchase Price allocated to each Real Property. The cost of such Title Commitments and title insurance shall be paid by First American Purchaser. The Title Commitments shall be issued by Chicago Title Insurance Company or other insurer chosen by Purchaser (the “Title Company”) with respect to each Real Property). Buyer may request from the Title Company an updated Title CommitmentPurchaser shall have reviewed and approved, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyerin Purchaser’s sole cost discretion, all encumbrances, exceptions, requirements, terms, conditions and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, other matters contained in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters or disclosed by the Title Commitments and confirmed to its satisfaction that it can obtain any and all endorsements and modifications to the Title Commitments reasonably required by Purchaser in Purchaser’s sole discretion, and Purchaser shall obtain a closing “xxxx-up” of the Title Commitments creating a legally binding obligation to issue a policy of title insurance with Purchaser and, if requested by Purchaser, Purchaser’s lender(s) as the insured(s). Purchaser may obtain, at Purchaser’s cost and expense, an ALTA survey of each of the Real Properties reasonably acceptable to Purchaser certified to such parties as Purchaser may require which shows and discloses no encroachments onto the Real Property shown on such Survey or over the boundaries of the Real Property, and no easements or other than (A) those matters which that would adversely affect Purchaser’s intended use of the Real Property. Any exceptions added by the Title Company has removed from the to any Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined)after its review of a Survey shall be deemed New Title Defects. “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements whichIf, prior to the expiration Closing Date, Purchaser discovers any condition of title not acceptable to Purchaser, in Purchaser’s sole discretion, (any such matter referred to hereinafter referred to as a “Title Defect”) including any raised by any updates to a Title Commitment which disclosed an exception or encumbrance not disclosed previously to Purchaser (any such matter referred to hereinafter referred to as a “New Title Defect”), Purchaser shall notify Sellers of same and the applicable Seller shall cure such Title Defect or New Title Defect. If the Title Defect or New Title Defect cannot be corrected in a manner acceptable to Purchaser prior to Closing, in Purchaser’s reasonable discretion, prior to the date set for Closing, Purchaser may, at its option and as its sole remedy: (i) remove the Real Property with the uncured Title Defect from the Assets purchased and reduce the Total Consideration by the portion of the Due Diligence PeriodTotal Consideration allocated to such Real Property on Schedule 2.4; or (ii) accept title to the affected Real Property subject to such Title Defect or New Title Defect and proceed to Closing with the right to deduct from the Total Consideration the portion allocated to such Real Property of any liens or encumbrances constituting the Title Defect or New Title Defect of a definite or ascertainable amount and such Title Defect or New Title Defect shall be a Permitted Encumbrance. (b) Store #68. In addition to the provisions Section 8.9(a) above, in the event that the Title Defect that exists in connection with Store #68 arising from or in connection with the claim against the Town of Mosheim described in Schedule 5.4 has not been resolved to the reasonable satisfaction of Purchaser by Closing, at the request of Purchaser, (i) Closing for Store #68 shall be deferred and the portion of the Total Consideration allocated to Store #68 on Schedule 2.4 shall be deducted from the Total Consideration due at Closing; (ii) Purchaser and the applicable Seller shall, at Closing, enter into a mutually acceptable lease for Store #68 until such time as the Title Defect arising from or in connection with the claim against the Town of Mosheim described in Schedule 5.4 is resolved to the reasonable satisfaction of Purchaser (not to exceed six months); and (iii) at the time the Title Defect arising from or in connection with the claim against the Town of Mosheim described in Schedule 5.4 is resolved to the reasonable satisfaction of Purchaser, the Purchaser and Sellers shall consummate the Closing for Store #68 at which time the portion of the Total Consideration allocated to Store #68 on Schedule 2.4 shall be paid to Seller. In the event that the Title Company has agreed Defect is not resolved within six months, the above-referenced lease shall continue on a month-to-month basis and either party may thereafter terminate such lease by providing the other party with thirty (30) days written notice. The monthly rent for Store #68 in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to any such lease shall be included in such Title Policy;as follows: Month 1 $ 9,750 Month 2 $ 8,125 Month 3 $ 5,958 Month 4 $ 4,875 Month 5 $ 3,792 Month 6 $ 3,792

Title and Survey Review. The condition Purchaser has reviewed title to each parcel of the Property as disclosed by the applicable Title Commitment and the applicable Survey, and Purchaser has made objections thereto in writing to Seller which have either been resolved to Purchaser’s satisfaction or waived by Purchaser. Seller has no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller shall cause to be released at or prior to Closing (with Seller having the Propertiesright to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens (with the exception of the liens encumbering the applicable portion of the Property and securing the repayment of any Existing Loan for such Property that is assumed by Purchaser). Prior Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date, Date without Purchaser’s consent. Seller has provided agrees to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from provide the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that reasonably requested by the Title Company shall be committed to evidence the authority of the signatory of Seller and such other documentation required to issue to Buyer an ALTA extended coverage Owner’s a Title Policy in the applicable jurisdiction in which the applicable parcel of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the located. The term “Permitted Exceptions” for each parcel of the Property shall mean: the specific exceptions (as hereinafter defined) and including only excluding standard exceptions that are part of the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by promulgated title insurance form for the Title Commitments other than (APolicy for each parcel of the Property) those matters which the Title Company has removed from in the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration for each parcel of the Due Diligence PeriodProperty that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Title Company has agreed in writing to include in Survey for each parcel of the Property which the applicable Title Policy surveyor has not agreed to remove; the liens encumbering the Property and securing the repayment of any Existing Loan for each parcel of the Property, if applicable; real estate taxes for the year in which the Closing occurs which are not yet due and payable; rights of tenants under the Leases for each parcel of the Property; rights of tenants or Seller has agreed in writing to cause to be included in such Title Policy;licensees under License Agreements for each parcel of the Property; and any licensees under any Service Contracts for each parcel of the Property (approved by Purchaser) not terminated as of Closing.

Title and Survey Review. The condition of (A) When obtained (the title to the Properties. Prior to the Effective “Title Delivery Date”), Seller has provided shall obtain and deliver to Buyer an ALTA Purchaser for each Sale Facility (a) a title report or commitment (the “Title Commitments”) for an extended coverage title insurance policy with respect to the Real Property issued by the Title Company, along with legible copies of all of the exception documents referenced therein, and (b) a litigation, bankruptcy, judgment and security interest search in the name of Seller and Sale Facility (the “Litigation and Lien Searches”). If Purchaser desires to obtain, an ALTA survey with respect to the Real Property (if not covered by an Existing Survey (as hereinafter defined)) (the “New Surveys”), which shall be prepared by surveyor selected by Purchaser in the exercise of its reasonable discretion (the “Surveyor”), or at Purchaser’s sole discretion, shall request that any existing survey provided by Seller with respect to the Real Property (the “Existing Survey(s)”) be updated (if the same is dated more than ninety (90) days prior to the Execution Date), and recertified to Purchaser and the Title Company (the “Recertified Survey(s)” and together with the New Surveys, the “Surveys”), with, in each case, the intent of the parties being that, at Purchaser’s election, at the Closing Purchaser will receive an ALTA Survey for each Sale Facility which is sufficient to cause the Title Company to issue the Title Policies (as defined below) without the survey exception. Each New Survey or each Recertified Survey shall be certified to Purchaser and the Title Company, and, upon completion thereof, Purchaser shall cause the New Surveys or the Recertified Surveys, as applicable, to be delivered by the Surveyor to Purchaser and the Title Company. (B) Seller shall provide a list to Purchaser identifying any exception to title listed on any Schedule to the Title Commitments which title exception was created by, through or under Seller (such exception being referred to herein as a “Seller Created Title Exception”). Purchaser shall notify Seller in writing if based upon Purchaser’s review of the Title Commitment and the Surveys, Purchaser believes that other matters should be included as a Seller Created Title Exception or a Seller Created Survey Matter. All other title exceptions and survey matters were exceptions when Seller acquired the Sale Facilities from NHC in 1991 or have been created by NHC during the term of the Master Lease. (C) Within five (5) business days after Purchaser’s receipt of the last of the Title Commitments (including legible copies of all of the exception documents referenced therein) and the results of the Litigation and Lien Searches, Purchaser shall advise Seller in writing of its objections, if any, to any Seller Created Title Exception or Seller Created Survey Matter reflected therein (either by separate written notice for each Sale Facility or a single notice regarding all of the Sale Facilities) (a “Title and Survey Objection Letter”). (D) Within ten (10) business days after Seller’s receipt of a Title and Survey Objection Letter, Seller shall specify by written notice (either by separate written notice for each Sale Facility or by a single written notice regarding all of the Sale Facilities and signed by Seller) delivered to Purchaser which of the objections described therein it will correct at or prior to the Closing Date and which of such objections it refuses to correct at or prior to the Closing Date (the “Seller Title and Survey Response Notice(s)”). If Seller fails to deliver a Seller Title and Survey Response Notice within said ten (10) business day period, Seller shall be deemed to have agreed to correct all of the matters to which Purchaser objected with respect to the applicable Sale Facility in the Title and Survey Objection Letter for such Sale Facility. If Seller refuses to correct some or all of the matters objected to in the Title and Survey Objection Letter for the applicable Sale Facility, Purchaser shall have five (5) business days after receipt of Seller’s Title and Survey Response Notice in which to advise Seller of its decision to close, notwithstanding the defects which Seller has refused to correct, or of its election to terminate this Agreement in its entirety as to one or more of the Sale Facilities. In the event Purchaser elects to terminate this Agreement with respect the Sale Facilities as a result of the existence of Seller Created Title Exceptions or Seller Created Title Matters which Seller refuses to correct by Closing, neither Party shall have any further rights or obligations hereunder with respect to such Sale Facility or Sale Facilities. It is the intent of the Parties that the title, lien and survey review process described in this Section 11(a)(i) will be completed by the ______________________. (E) Any matter reflected on the Title Commitments or in the results of the Litigation and Lien Searches or on the Surveys and not objected to by Purchaser or as to which Purchaser waives its objections in accordance with the terms hereof, shall be deemed accepted by Purchaser and shall for purposes hereof be deemed to be the “Permitted Exceptions.” (F) At Closing, Purchaser may order the Title Company to issue for each Sale Facility an extended coverage title insurance policy to Purchaser insuring Purchaser’s title to the Real Property as of the Closing Date subject to no exceptions other than the Permitted Exceptions (individually, a “Title CommitmentPolicy” and collectively, the “Title CommitmentsPolicies”). (G) prepared At Closing and if ordered by First American Title Insurance Company (Purchaser, the “Title Company”) with respect Surveyor shall issue to Purchaser for each Sale Facility a Survey of the Real Property. Buyer may request from Property revised to reflect any objections included in the Title Company an updated Title Commitmentand Survey Objection Letter for such Sale Facility, together with copies of all documents referred to therein, for any or all of the Properties. Prior if and to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (extent the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing correct the same in accordance with, with the terms hereof and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include certified in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;manner specified herein.

Title and Survey Review. The condition of Purchaser shall have until 5:00 p.m. Central Time on the title Title Notice Date to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company provide written notice (the “Title CompanyNotice”) with respect to each Real Property. Buyer may request from Seller and the Title Company an updated of any matters shown on the PTR and/or the Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title CommitmentNotice Date, together with copies of all documents referred Purchaser shall be deemed to therein, for any or all have unconditionally approved of the Properties. Prior condition of title to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, Property as shown on the PTR and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in BuyerSurvey, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the “Permitted Exceptions” Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as hereinafter defined) and including only part of the “Endorsements” (as hereinafter definedTitle Policy) (individually and collectively, the “Title PolicySeller’s Response”). The following matters If Seller does not deliver a Seller’s Response prior to the Title Response Date, Seller shall be deemed “Permitted Exceptions”: all matters disclosed to have elected to not remove or otherwise cure any exceptions disapproved by the Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” Notice, Purchaser shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to have until the expiration of the Due Diligence PeriodProperty Approval Period to (i) deliver a Termination Notice to Seller and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement, or (ii) waive any such objection to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has agreed in writing waived its right to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;terminate this Agreement under this Section 6.2(a).

Title and Survey Review. The condition of the title to the Properties. (a) Prior to the Effective Date, Seller Purchaser has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser a preliminary title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Real Property (the “Title CompanyCommitment”), and copies of all underlying title documents described in the Title Commitment. Purchaser has unconditionally approved of the condition of title as reflected in the Proforma Policy attached hereto as EXHIBIT W (the “Proforma Policy”) with respect to each Real Property. Buyer may request from the Properties as of the Effective Date of the Title Commitment and as of the date of the Updated Survey, subject to the Purchaser’s right to object to New Exceptions and Seller’s obligations set forth in Section 6.2(c). (b) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all between the expiration of the Properties. Prior to Property Approval Period and the Effective DateClosing, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that ii) not disclosed in writing by the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Purchaser prior to the expiration of the Due Diligence PeriodProperty Approval Period or set forth on the Updated Survey, (iii) not disclosed in writing by Seller to Purchaser and the Title Company has agreed prior to the expiration of the Property Approval Period and (iv) causes a loss or damage greater than $250,000.00 (“New Exceptions”); provided that Purchaser must notify Seller of any objection to any such New Exception prior to the date which is the earlier to occur of (x) three (3) Business Days after being made aware of the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Seller will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which xxxx Xxxxxx may, but is under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions (which shall be reasonably satisfactory to Purchaser), or commit to remove of record or otherwise obtain affirmative insurance (which shall be satisfactory to Purchaser in writing to include its sole and absolute discretion if covering title matters (individually or in the applicable Title Policy aggregate) in excess of $1,000,000) over the same at or prior to Closing. If, within the two (2) Business Day period, Seller does not remove or otherwise obtain such affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a notice terminating this Agreement to Seller in accordance with Section 5.4 no later than the earlier to occur of (x) the date two (2) Business Days following expiration of the two (2) Business Day cure period or (y) the Closing Date, in which case Purchaser shall be entitled to return of the Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has agreed in writing removed or otherwise affirmatively insured over, or committed to cause to do the same as set forth above) will be included as Permitted Exceptions. (c) Notwithstanding any provision of this Section 6.2 or Section 6.3 to the contrary, Seller will be obligated to cure exceptions to title to the Real Property and Improvements relating to (i) liens and security interests securing any loan to the Owners, and (ii) any other liens or security interests created by documents executed by the Owners to secure monetary obligations or liens or claims of liens for work, service, labor or materials performed or supplied by, for or on behalf of Seller, Target, or Owners prior to the Closing Date and for which Purchaser is not receiving a credit at Closing pursuant to this Agreement, other than liens for ad valorem taxes and assessments not yet delinquent for the current calendar year (collectively, the “Must-Cure Matters”). For the avoidance of doubt, in such Title Policy;no event shall Must-Cure Matters constitute Permitted Exceptions under this Agreement; provided that the Construction Contracts and the rights of the Contractor to file mechanics liens are Permitted Exceptions to the extent of amounts credited to Purchaser against the Purchase Price at Closing. In no event will Seller be obligated to cure or remove any liens or claims of liens for work, service, labor or materials performed or supplied by, for or on behalf of any Tenant.

Title and Survey Review. The condition of the title to the Properties. Prior to (a) Promptly after the Effective Date, Seller has provided Escrow Agent will deliver to Buyer an ALTA and Seller a current title report or commitment for title insurance (individually, a “Title Commitment” and collectivelyas may be updated, the “Title CommitmentsCommitment”) prepared for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “Owner’s Policy”), together with complete, legible copies of all requirement and exception documents referenced in such Commitment. (b) Promptly after the Effective Date, Buyer will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of the Property (the “Survey”). (c) Buyer will, by First American Title Insurance Company giving written notice (the “Title CompanyNotice”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Escrow Agent prior to the expiration of the Due Diligence Study Period, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey to which Buyer objects (collectively, the “Objectionable Matters”). If no Title Notice is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have approved of the condition of title and elected to proceed with the acquisition of the Property, in which event this title contingency shall be deemed to be waived by Buyer and this Agreement shall remain in full force and effect and Buyer shall be obligated to consummate its purchase of the Property subject to the terms and conditions of this Agreement. (d) If Buyer’s Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within five (5) business days after receiving the Title Company Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to cure all the Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) business days after receiving Seller’s Title Response, to either (i) proceed with the acquisition of the Property notwithstanding the Objectionable Matters which Seller has not agreed to cure, or (ii) to terminate this Agreement, in which event, the Deposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (e) If the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice, Buyer will have five (5) business days after Buyer’s receipt of the amended Commitment (and copies of any documents identified in the new exceptions or new requirements) within which to review and, if desired, object in writing to include such new matters as Objectionable Matters. If Buyer so objects, the procedures and timelines set forth above will apply to govern any such objection, Seller’s response thereto and Buyer’s rights thereafter. (f) Notwithstanding the foregoing, in the applicable Title Policy all events Seller will, at or Seller has agreed prior to Closing, (i) pay in writing to full and cause to be included canceled and discharged (or otherwise cause Escrow Agent to insure over) Purchase and Sale Agreement Walgreens – Kilgore, TX all mechanics’ and contractors’ liens encumbering the Property as a result of work performed by or on behalf of Seller; (ii) pay in such Title Policy;full all past due ad valorem taxes and assessments of any kind constituting a lien against the Property; and (iii) cause to be released all loan security documents which encumber the Property and any other monetary lien or encumbrance caused or created by Seller against the Property.

Title and Survey Review. The condition of the title to the Properties. Prior to (a) Promptly after the Effective Date, Seller has provided Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a “Commitment”) for the issuance to Buyer of an ALTA title report or commitment for extended coverage owner’s policy of title insurance (individuallythe “Owner’s Policy”) for such Property, together with complete, legible copies of all requirement and exception documents referenced in each such Commitment. (b) Promptly after the Effective Date, Buyer will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of each Property (each, a “Title Commitment” and collectivelySurvey”). (c) For each Property, the “Title Commitments”) prepared Buyer will, by First American Title Insurance Company giving written notice (the “Title CompanyNotice”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Escrow Agent prior to the expiration of the Due Diligence Study Period, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey for such Property to which Buyer objects (collectively, the “Objectionable Matters”). If no Title Notice for a Property is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have disapproved of the condition of title for such Property and elected to terminate this Agreement as to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above, with proportionate reductions in the Purchase Price and Deposit. If no Title Notice for any of the Properties is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have elected to terminate this Agreement as to all the Properties, in which case the Deposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (d) If a Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within five (5) business days after receiving the Title Company Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to cure all the Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) business days after receiving Seller’s Title Response, to either (i) proceed with the acquisition of the subject Property notwithstanding the Objectionable Matters which Seller has not agreed to cure; (ii) terminate this Agreement as to the Property corresponding to such Objectionable Matters, whereupon such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate Master Purchase and Sale Agreement Walgreens—4 Pack reductions in the Purchase Price and Deposit); or (iii) terminate this Agreement as to all the Properties, in which case the Deposit will immediately be paid by Escrow Agent to Buyer, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (e) If any Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such Commitment, Buyer will have five (5) business days after Buyer’s receipt of the amended Commitment (and copies of any documents identified in the new exceptions or new requirements) within which to review and, if desired, object in writing to include such new matters as Objectionable Matters. If Buyer so objects, the procedures and timelines set forth above will apply to govern any such objection, Seller’s response thereto and Buyer’s rights thereafter. (f) Notwithstanding the foregoing, in the applicable Title Policy all events Seller will, at or Seller has agreed prior to Closing, (i) pay in writing to full and cause to be included canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering any of the Properties as a result of work performed by or on behalf of Seller; (ii) pay in such Title Policy;full all past due ad valorem taxes and assessments of any kind constituting a lien against any of the Properties; and (iii) cause to be released all loan security documents which encumber any of the Properties and any other monetary lien or encumbrance caused or created by Seller against any of the Properties.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided delivered to Buyer an ALTA Purchaser (i) a current title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Preliminary Title Commitment”) issued by the Title Company”) , in the aggregate amount of the Purchase Price, with respect to each Real Property. Buyer may request from Purchaser as the Title Company an updated Title Commitmentproposed insured, together with legible copies of all documents of record referred to therein, for any or all of in the Properties. Prior Preliminary Title Commitment as exceptions to title to the Effective DateProperty (the “Exception Documents”), Seller has provided to Buyer and (ii) a copy of an Seller’s existing survey of each Property, and Buyer maythe Property (“Survey”). Purchaser shall have the option, at BuyerPurchaser’s sole cost and expense, to obtain an update to the Survey or an updated survey of each survey the Property. Purchaser shall have until 6:00 p.m. Houston, Texas time on November 25, 2014 (the “SurveysTitle Review Period”) to deliver to Seller in writing any objection Purchaser has to any exception or matter contained in the Preliminary Title Commitment or the Survey (“Objections”). It shall be a condition If Purchaser fails to Closing that give written notice of Purchaser’s Objections to Seller prior to the expiration of the Title Company shall be committed Review Period, then all exceptions to issue to Buyer an ALTA extended coverage Owner’s Policy title shown on Schedule B of the Preliminary Title Insurance for each Property, in an amount equal to Commitment and all matters shown on the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Survey shall be deemed “to be approved by Purchaser and shall be deemed to be Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” Exceptions (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which If Purchaser has timely notified Seller has agreed in writing of Purchaser’s Objections to cause to be removed at the Preliminary Title Commitment or before Closing in accordance withthe Survey, and subject to, Paragraph 3(c), (2) any mortgages, deeds then Seller shall have a period of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and three (3) any mechanic’s, materialmanbusiness days following the receipt of the Objections (the “Notice Period”) in which to give written notice (“Seller’s or broker’s liens filed against a Property as a result Title Cure Notice”) to Purchaser of Seller’s acts intention to satisfy or omissions not satisfy the Objections prior to Closing; provided, however, Purchaser acknowledges that Seller has no obligation to satisfy any of Purchaser’s Objections, other than Mandatory Cure Items (e.g.as hereinafter defined). If Seller fails to timely give Purchaser the Seller’s Title Cure Notice, failure or if Seller notifies Purchaser in writing during the Notice Period that Seller will not satisfy the Objections prior to pay) which can be satisfied Closing, then, in either event, Purchaser shall have the option, by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, written notice to Seller prior to the expiration of the Due Diligence Inspection Period, to either (y) waive the unsatisfied Objections, in which event those unsatisfied Objections shall become Permitted Exceptions, or (z) terminate this Contract. If Purchaser does not timely elect to terminate this Contract pursuant to the terms of this Section 3.1, then Purchaser shall be deemed to have waived any unsatisfied Objection and any such unsatisfied Objection shall become a Permitted Exception; provided, however, in all events Seller shall be obligated to cause to be released on or before Closing, (i) all Schedule C matters applicable to Seller contained in the Preliminary Title Company Commitment, (ii) all items Seller agrees to cure in Seller’s Title Cure Notice, and (iii) all Mandatory Cure Items. If Purchaser timely elects to terminate this Contract pursuant to this Section 3.1, then in such event, the Xxxxxxx Money shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations, one to the other, with respect to the subject matter of this Contract. The Property shall be conveyed free and clear of monetary liens, security interests, and claims of liens or security interests (other than the lien for non-delinquent taxes or assessments or liens caused by the actions or inactions of a Tenant that are the responsibility of such Tenant under its Lease), and Seller shall remove at Closing all such liens and security interests (collectively, the “Mandatory Cure Items”), irrespective of whether Purchaser raises same as an Objection or a New Objection (defined below). The term “Permitted Exceptions” means those specific exceptions in the Preliminary Title Commitment or shown on the Survey as of the end of the Inspection Period other than those that Purchaser has objected to and Seller is required or has agreed in writing to include remove, any real estate taxes not yet due and payable and the standard pre-printed exceptions required by the State of Texas Department of Insurance. Notwithstanding anything herein to the contrary, if the Preliminary Title Commitment or Survey is re-issued or updated after the Title Review Period, Purchaser shall have the right to object (each, a “New Objection”) to any additional matter disclosed or contained in any such update that was not shown in the applicable Preliminary Title Policy Commitment, was not consented to by Purchaser and adversely affects in any way the ownership, use or operation of, or title to, the Property (notwithstanding the passage of the Inspection Period). If Seller has agreed in writing is unable or unwilling to cause any such New Objection to be included removed or bonded over within the lesser of five (5) days following receipt by Seller of a New Objection or the Closing Date, Purchaser shall have the right either to (i) waive such New Objection and proceed to Closing without any adjustment in such Title Policy;the Purchase Price, or (ii) terminate this Contract, in which event the Xxxxxxx Money shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations, one to the other, with respect to the subject matter of this Contract, other than those items that expressly survive this Contract.

Title and Survey Review. The condition of the title to the Properties3.1. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer Purchaser may, at BuyerSeller’s sole cost and expense, obtain an update of each survey a title commitment (the “SurveysTitle Commitment”). It shall be a condition to Closing that ) from the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal with respect to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”)Property. The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from If the Title Commitment by written supplement and discloses any matters (Bwhether as to form or substance) those which are not acceptable to Purchaser in its sole discretion (any such matter being referred to herein as an “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(cUnpermitted Title Matter”), (2) then Purchaser shall give Seller notice of any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, Unpermitted Title Matter prior to the expiration of the Due Diligence Period, Period (the “Purchaser’s Title Objection Letter”). Any matters shown on the Title Company has agreed Commitment not objected to by Purchaser prior to the expiration of the Due Diligence Period shall be deemed “Permitted Title Exceptions”. Seller shall have five (5) Business Days following its receipt of the Purchaser’s Title Objection Letter in writing which to include give Purchaser notice of whether Seller intends to cause the Unpermitted Title Matter(s) referenced in such notice to be cured in the applicable manner requested by Purchaser. If Seller fails to deliver such notice within the above-described five (5) Business Day period, then Seller shall be deemed to have elected not to cause the Unpermitted Title Policy Matter(s) referenced in the Purchaser’s Title Objection Letter to be cured in the manner requested by Purchaser. If Seller gives notice that it will cause any or all of the Unpermitted Title Matter(s) referenced in the Purchaser’s Title Objection Letter to be cured, then Seller has agreed shall cause the Unpermitted Title Matters to be cured in writing the manner requested by Purchaser prior to Closing, and failure to cure the same shall be a Seller default and Purchaser’s remedies shall be governed by Section 13.2 hereof. If Seller gives notice (or is deemed to have given notice) that it will not cause any or all of the Unpermitted Title Matter(s) referenced in the Purchaser’s Title Objection Letter to be cured in the manner requested by Purchaser, then Purchaser will thereafter have the right, as its sole remedy, to either (x) terminate this Agreement as a result of any such Unpermitted Title Matter (in which event the Deposit shall be refunded in its entirety to Purchaser, Seller shall pay the Breakage Fee to Purchaser, and thereafter no party shall have any further obligation under this Agreement, except for the Surviving Obligations, which shall survive such termination); or (y) waive the right to terminate this Agreement on account of such undeleted Unpermitted Title Matter(s) and proceed under this Agreement without abatement of the Purchase Price (in which event, for purposes hereof, any such waived Unpermitted Title Matters previously objected to by Purchaser shall become a Permitted Title Exception). Purchaser shall exercise its election under either of the foregoing clauses (x) or (y) within five (5) Business Days of Seller’s notice (or deemed notice), and Seller acknowledges that Purchaser shall have the right to elect under either of the foregoing clauses (x) or (y) above in its sole and absolute discretion. 3.2. Purchaser may, at Seller’s sole cost and expense, obtain a survey of the Property (the “Survey”) by a surveyor licensed in the State in which the Property is located. If the Survey discloses matters or conditions which are not acceptable to Purchaser in its sole discretion (any such matters or conditions being referred to herein as an “Unpermitted Survey Condition”), then Purchaser shall give Seller notice of any Unpermitted Survey Condition prior to the expiration of the Due Diligence Period (the “Purchaser’s Survey Objection Letter”). Any conditions shown in the Survey that are not objected to by Purchaser prior to the expiration of the Due Diligence Period shall be deemed “Permitted Survey Conditions”. Seller shall have five (5) Business Days following the receipt of a Purchaser’s Survey Objection Letter in which to give Purchaser notice of whether Seller intends to cause the Unpermitted Survey Condition(s) referenced in such notice to be cured in the manner requested by Purchaser. If Seller fails to deliver such notice within the above-described five (5) Business Day period, then Seller shall be deemed to have elected not to cause the Unpermitted Survey Condition(s) referenced in the Purchaser’s Survey Objection Letter to be cured in the manner requested by Purchaser. If Seller gives notice that it will cause any or all of the Unpermitted Survey Condition(s) referenced in the Purchaser’s Survey Objection Letter to be cured, then Seller shall cause the Unpermitted Survey Conditions to be cured in the manner requested by Purchaser prior to Closing, and failure to cure the same shall be a Seller default and Purchaser’s remedies shall be governed by Section 13.2 hereof. If Seller gives notice (or is deemed to have given notice) that it will not cause any or all of the Unpermitted Survey Conditions referenced in the Purchaser’s Survey Objection Letter to be cured in the manner requested by Purchaser, then Purchaser will thereafter have the right, as its sole remedy, to either (x) terminate this Agreement as a result of any such Unpermitted Survey Conditions (in which event the Deposit shall be returned in its entirety to Purchaser, Seller shall pay the Breakage Fee to Purchaser, and thereafter no party shall have any further obligation under this Agreement, except for the Surviving Obligations, which shall survive such termination); or (y) waive the right to terminate this Agreement on account of such uncured Unpermitted Survey Condition(s) and proceed under this Agreement without abatement of the Purchase Price (in which event, for purposes hereof, any such waived Unpermitted Survey Condition(s) previously objected to by Purchaser shall become “Permitted Survey Conditions”). Purchaser shall exercise its election under either of the foregoing clauses (x) or (y) within five (5) Business Days of Seller’s notice (or deemed notice), and Seller acknowledges that Purchaser shall have the right to elect under either of the foregoing clauses (x) or (y) above in its sole and absolute discretion. 3.3. Without duplicating the terms of Sections 3.1 and 3.2, if any subsequent update of the Title Commitment or the Survey prior to the Closing Date discloses new matters that were not previously indicated on the Title Commitment or Survey and which are not acceptable to Purchaser and that adversely affect the value or use of the Property, then Purchaser shall give Seller notice thereof and the terms of Section 3.1 and 3.2, as applicable, shall thereafter govern. Notwithstanding the foregoing, in the event any such update of the Title Commitment or Survey is obtained on or after the date that is five (5) Business Days prior to the Closing Date, Purchaser shall have the right, at its option, on or prior to the Closing Date, to extend the Closing Date to the third (3rd) Business Day after such original Closing Date. 3.4. Notwithstanding the foregoing or anything herein to the contrary, without the necessity of any objection thereto by Purchaser, Seller shall be obligated to do the following on or prior to the Closing Date: (a) cause to be included in such Title Policy;satisfied and removed of record any (i) mechanic’s, materialman’s or supplier’s liens encumbering the Property, (ii) delinquent real property taxes and liens encumbering the Property, (iii) lis pendens, judgment liens, or liens for unpaid utilities encumbering the Property, and (iv) mortgages or security instruments encumbering the Property, and (b) cause to be removed of record any other lien or encumbrance placed upon the Property subsequent to the Closing Date without Purchaser’s consent thereto; provided that if Seller fails to cause any of the foregoing to be satisfied and removed of record, Purchaser may, but shall not be obligated to, use funds otherwise payable to Seller at Closing, to the extent available, to cause the same to be satisfied and removed of record.

Title and Survey Review. The condition Buyer shall have a period of ten (10) days after receipt of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” , Title Documents and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Survey (the “Title CompanyReview Period”), to notify Seller in writing of any objections (“Title Objections.”) with respect to each Real Property. Buyer may request from any matters reflected in the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey Commitment and/or Survey (the “SurveysObjection Notice”). It If Buyer fails to deliver an Objection Notice prior to the end of the Title Review Period, then Buyer will be deemed to have accepted all such exceptions to title and all other matters shown on the Title Commitment and Survey and such exceptions and matters shall be a condition to Closing that included in the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the term “Permitted Exceptions” (as hereinafter defineddefined herein). If Buyer delivers an Objection Notice to Seller, Seller may, within ten (10) days after receipt of the Objection Notice, notify Buyer that (a) Seller will attempt to cure and remove Title Objections prior to the Closing Date or (b) Seller elects not to cause such exceptions (including only Survey matters objected to by Buyer) to be removed. If after the expiration of such ten-day period, Seller has not responded to the Objection Notice, Seller will be deemed to have elected to proceed in accordance with clause (b), i.e., to take no action with respect to Buyer’s Title Objections. Seller shall have no obligation to remove, satisfy or cure any Title Objections, except for liens voluntarily created by Seller that secure monetary obligations of Seller, judgment liens and delinquent real property taxes and assessments (the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title PolicyMonetary Liens”), which Seller agrees to remove on or before Closing. The following matters For this purpose, Seller shall be entitled to a reasonable extension of the Closing Date if additional time is required, but in no event shall the extension extend for more than thirty (30) days. If Seller elects (or is deemed to have elected) not to cure such Title Objections, Buyer shall have ten (10) business days after the expiration of Seller’s ten-day response period, but in no event later than the expiration of the Feasibility Period, to either (i) terminate this Agreement by delivering written notice to Seller and the Title Company, whereupon the Title Company shall deliver the Deposit and any other amounts refundable herein, together with any interest thereon to Buyer less the Independent Consideration, and Seller’s obligation to sell and Buyer’s obligation to purchase the Property shall terminate absolutely; or (ii) elect to purchase the Property subject to the Title Objections which Seller has refused or failed to cure or remove, in which event such Title Objections shall be deemed “Permitted Exceptions”: ” for all matters disclosed by purposes hereunder. In the Title Commitments other than event Buyer does not elect (Ai) those matters which or (ii) above within ten (10) business days after the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result expiration of Seller’s acts or omissions ten-day response period, Buyer shall be deemed to have elected (e.g., failure to payii) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;above.

Title and Survey Review. The condition of During the Title and Survey Review Period, Purchaser shall review title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which Commitment and the Title Company has removed from the Title Commitment by written supplement Survey, and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” Purchaser shall mean (1) those matters which Seller has agreed make any objections thereto in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), Seller no later than ten (210) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, days prior to the expiration of the Due Diligence Inspection Period, the Title Company has agreed . Seller shall respond to Purchaser’s objections in writing no later than three (3) days prior to include the expiration of the Inspection Period. Seller’s failure to provide a written response within said period shall be deemed Seller’s refusal to cure any Purchaser objection other than as set forth in the applicable Title Policy this Section 5.3. Seller shall have no obligation to cure title objections except liens of an ascertainable monetary amount created by, under or through Seller, which liens Seller has agreed in writing to shall cause to be included in released at or prior to Closing (with Seller having the right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of any such liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding standard exceptions that are part of the promulgated title insurance form for the Title Policy;) in the Title Commitment that have not been objected to or waived by Purchaser as of the end of the Inspection Period and that Seller is not required to remove as provided above or has not otherwise agreed to remove; matters created by, through or under Purchaser; items shown on the Survey which have not been objected to or waived by Purchaser as of the end of the Inspection Period; real estate taxes for the year in which the Closing occurs which are not yet due and payable; rights of tenants under the Leases; rights of tenants or licensees under License Agreements; and any licensees under any Service Contracts (approved by Purchaser) not terminated as of Closing.

Title and Survey Review. The condition of the title to the Properties. Prior to (a) Promptly after the Effective Date, Seller has provided Buyer shall cause Escrow Agent to deliver to Buyer and Seller a current title commitment (as may be updated, the “Commitment”) for the issuance to Buyer of an ALTA title report or commitment for extended coverage owner’s policy of title insurance on the Property (individuallythe “Owner’s Policy”), together with complete, legible copies of all requirement and exception documents referenced in such Commitment. (b) Promptly after the Effective Date, Buyer will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of the Property (the “Survey”). (c) Buyer will, by giving written notice (the “Title Commitment” Notice”) to Seller and Escrow Agent prior to June 24, 2014, either (i) approve the condition of title, or (ii) identify any matters set forth in the Commitment or the Survey to which Buyer objects (collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “SurveysObjectionable Matters”). It If no Title Notice is given by Buyer to Seller before the end of the Study Period, then Buyer shall be a deemed to have approved of the condition to Closing that of title and survey. (d) If Buyer’s Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within three (3) business days after receiving the Title Company Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer, provided Seller shall be committed have no obligation or duty to issue cure or remove any such matters. If Seller does not agree to cure all the Objectionable Matters, then Buyer an ALTA extended coverage may elect, by giving written notice to Seller and Escrow Agent within two (2) business days after receiving Seller’s Title Response, to either (i) proceed with the acquisition of the Property notwithstanding the Objectionable Matters which Seller has not agreed to cure (with all such Objectionable Matters or any other exceptions set forth in the Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the or Survey becoming “Permitted Title Exceptions” as set forth in Section 9(a) hereinbelow), or (ii) to terminate this Agreement and receive a return of the Deposit as hereinafter definedprovided in Section 6(c). (e) and including only If the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Commitments other than Notice, Buyer will have three (A3) those matters business days after Buyer’s receipt of the amended Commitment (and copies of any documents identified in the new exceptions or new requirements) within which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed to review and, if desired, object in writing to such new matters as Objectionable Matters. If Buyer so objects, the procedures and timelines set forth above will apply to govern any such objection, Seller’s response thereto and Buyer’s rights thereafter. (f) Notwithstanding the foregoing, in all events Seller will, at or prior to Closing, (i) pay in full and cause to be removed at canceled and discharged (or before Closing in accordance with, otherwise cause Escrow Agent to insure over) all mechanics’ and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by contractors’ liens encumbering the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of work performed by or on behalf of Seller’s acts or omissions ; (e.g., failure to payii) which can be satisfied by pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to Property; and (iii) cause to be included in such Title Policy;released all loan security documents which encumber the Property, to the extent created or entered into by Seller and any other monetary lien or encumbrance caused or created by Seller against the Property.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report shall cause Escrow Agent or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated to deliver to Buyer within ten (10) days after opening of escrow, a current commitment (the "Title Commitment") for the issuance of a 2006 ALTA extended coverage owner's policy of title insurance to Buyer issued by the title insurance underwriter designated by Escrow Agent (the "Title Company"), together with good and legible copies of all documents referred referenced therein as exceptions to therein, for any or all Seller's title. Buyer shall have a period of ten (10) days (the "Title Review Period") from the later of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that date on which Xxxxx receives the Title Company shall be committed Commitment pursuant to issue this Paragraph and the date on which Xxxxx receives the Survey pursuant to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” Paragraph 3.3(a) above (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “"Title Policy”)Documents") in which to review and to provide written approval or objection to Escrow Agent and Seller ("Buyer's Notice") to the condition of title to the Property. The following matters If Xxxxx fails to notify Xxxxxx and Xxxxxx Agent in writing of Xxxxx's approval or disapproval of the exceptions to title within the Title Review Period, the condition of title shown in the Title Commitment and Survey shall be deemed “Permitted Exceptions”: all matters disclosed approved by Xxxxx. (a) Within five (5) days after Xxxxx's Notice, Seller shall give Buyer and the Title Commitments other than Escrow Agent written notice (A"Seller's Notice") of those matters disapproved exception(s) which the Title Company has removed from the Title Commitment by written supplement Seller is able and willing to eliminate (B) those “Mandatory Cure Items” (as hereinafter definedor to secure title insurance endorsements against if such are acceptable to Buyer). “Mandatory Cure Items” If Seller fails to timely send Seller's Notice, Seller shall mean (1) those matters which be deemed to have elected not to cure any of the exceptions disapproved by Xxxxx. Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to have until the expiration of the Due Diligence PeriodFeasibility Period to eliminate or to secure title insurance endorsements if such are approved by Xxxxx and in form acceptable to Buyer any disapproved exceptions to title to the Property which Seller agrees in Seller's Notice to attempt to cure. (b) In the event Seller fails to timely transmit Seller's Notice or advises Buyer in the Seller's Notice that it is unwilling or unable to eliminate (or to secure title insurance endorsements against in such form as may be approved by Buyer in its sole discretion) any disapproved exceptions from the Title Documents, or if after attempting to do so in compliance herewith, Seller is unable to so eliminate (or to secure title insurance endorsements against in such form as may be approved by Buyer in its sole discretion) any disapproved exceptions, Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) days of the date Seller was to have given Seller's Notice or of the date Seller gives notice to Buyer that it is unwilling or unable to cure the disapproved exception(s), as applicable, to: (i) cancel this Agreement; or (ii) waive Buyer's objection to any such exception(s), in which case Buyer shall accept title to the Property subject to such previously disapproved exceptions. (c) If Buyer fails to give Seller and Escrow Agent timely notice of its election of alternative 4.1(b)(ii) above, Buyer shall be deemed to have elected alternative 4.1(b)(i) above. In the event this Agreement is canceled in accordance with the provisions hereof due to Seller's failure or inability to eliminate or to secure any approved title insurance endorsements against any disapproved exception(s) after having attempted to do so in compliance with Seller's obligations hereunder, then the Xxxxxxx Money and all interest earned thereon shall be promptly refunded to Buyer without further instruction of any party. (d) If the Title Company has agreed amends the Title Commitment to provide for exceptions in writing addition to include those approved by Xxxxx, Buyer shall give notice to the Escrow Agent and Seller within ten (10) days thereafter whether it shall accept the additional exceptions or elect to terminate this Agreement unless such are cured to its reasonable satisfaction by Seller in the applicable Title Policy or manner hereinbefore provided with respect to the original exceptions to title, except that Seller has agreed in writing shall have until Closing, rather than until the expiration of the Feasibility Period, to cause effect its performance. The Closing Date shall be extended, if necessary, to be included in such Title Policy;accommodate this procedure.

Title and Survey Review. The condition of the title to the PropertiesProperty. Prior to the Effective Date, Seller has provided to Buyer shall order an ALTA title report or commitment for title insurance with respect to the Real Property (individually, a the “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Company, Attention: Xxxxxxx Xxxx and Xxxxx Xxxxxxxx (the “Title Company”) with respect to each Real Property. Buyer may ), and Seller shall request from that the Title Company an updated deliver the Title Commitment, together with copies of all documents referred to therein, for any or all to Buyer. Seller will provide to Buyer the most current survey of the PropertiesProperty in Seller’s possession. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update a current survey of each survey the Real Property (the “SurveysSurvey”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA standard coverage Owner’s Policy of Title Insurance, or, if Buyer elects, an ALTA extended coverage Owner’s Policy of Title Insurance for each PropertyInsurance, in an amount equal to the Allocated Purchase Price and insuring title to each the Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) ), and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than Commitment except only (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of moneyClosing. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such the Title Policy;. To the extent that the issuance of the Title Policy is conditioned on any act, the provision of any information or the execution of any document by Seller (each a “Seller Title Requirement”) which Seller has not expressly agreed to in writing, then, unless Buyer shall have given notice of disapproval prior to the expiration of the Due Diligence Period pursuant to Paragraph 3(b), Buyer shall be deemed to have agreed to accept the Title Policy with the inclusion therein of any and all additional qualifications and exceptions to coverage which the Title Company may deem appropriate to include therein on account of such Seller Title Requirement, each of which shall be deemed a Permitted Exception. Notwithstanding the foregoing provisions of this Paragraph 3(a)(i), Seller agrees to cause the Title Company to remove or discharge from record (which, for the avoidance of doubt, includes Seller’s ability to bond over any item referenced in clause (y) below (to Buyer’s reasonable satisfaction)) at or prior to Closing, (x) any mortgage, deed of trust or other encumbrance evidencing outstanding indebtedness placed on the Property by Seller and (y) any mechanic’s or materialman’s liens or any other monetary liens affecting the Property that were created as a result of acts or omissions taken or made by or on behalf of Seller (e.g., claims arising from work commissioned by or on behalf of Seller) which may be discharged by the payment of a fixed and ascertainable sum of money. Further, Seller hereby agrees to provide to the Title Company at or prior to Closing (1) an owner’s affidavit with respect to certain certifications as the Title Company may reasonably require in order to issue the Title Policy and (2) a so-called “Gap Indemnity” to the extent required by the Title Company in order to permit the Transactions to close pursuant to a so-called “Gap Closing,” each in form and substance reasonably agreed to by the Title Company and Seller prior to the expiration of the Due Diligence Period. If, following the expiration of the Due Diligence Period, Buyer receives an update to the Title Commitment (an “Updated Title Commitment”), which Updated Title Commitment reflects exception(s) to title that were not first disclosed on a prior Title Commitment (“New Title Exception(s)”), then Buyer shall have until the sooner to occur of the Closing Date and one (1) business day after receipt of any update to the Updated Title Commitment, to notify Seller in writing (“Title Objection Notice”) of Buyer’s objection to any New Title Exception (“Objectionable Exception(s)”). Any New Title Exception which is not identified in Buyer’s Title Objection Notice shall be a Permitted Exception. Within three (3) business days after receipt of the Title Objection Notice (the parties agreeing that Closing shall be extended to accommodate such period, if necessary), Seller shall notify Buyer in writing (the “Title Response Notice”) whether or not Seller will cure any or all of such Objectionable Exception(s); provided, however, that Seller shall have no obligation to cure, or attempt to cure, any Objectionable Exception. Failure of Seller to give notice to Buyer with respect to all or any Objectionable Exceptions shall be deemed an election by Seller not to cure such objection(s). If Seller notifies Buyer that it will not cure any Objectionable Exception(s), or such is deemed to be the case, then, prior to the sooner to occur of the Closing Date and one (1) business day after Buyer’s receipt, or deemed receipt, of Seller’s Title Response Notice, Buyer shall elect to either (i) waive in writing the Buyer’s Objectionable Exception(s) and proceed to Closing (in which event all Objectionable Exception(s) shall be considered Permitted Exceptions); or (ii) terminate this Agreement by providing written notice of such termination to Seller whereupon this Agreement shall automatically terminate and the provisions of Paragraph 3(e) shall apply.

Title and Survey Review. The condition Purchaser shall have a period of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance ten (individually, a “Title Commitment” and collectively, the “Title Commitments”10) prepared by First American Title Insurance Company days (the “Title Companyand Survey Review Period”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all receipt of the Properties. Prior Title Commitment to review the Effective Date, Title and Survey and to provide notice in writing to Seller has provided as to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey any matters therein to which Purchaser objects (the “SurveysObjections”). It shall be a condition If Purchaser fails to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, provide such notice prior to the expiration of the Due Diligence Title and Survey Review Period, Purchaser shall be deemed to have approved and accepted Title and Survey and all matters set forth on Schedule B of the Title Company has agreed Commitment shall be deemed permitted exceptions (referred to as “Permitted Exceptions”), and Purchaser shall accept title to the Real Estate subject to such Permitted Exceptions. If Purchaser notifies Seller in writing of any Objections prior to include in the applicable expiration of the Title Policy and Survey Review Period, Seller shall then have a period of five (5) days after its receipt of such notice to (i) use its reasonable efforts to cure the Objections (provided Seller shall have no obligation to cure any of the Objections), or Seller has agreed (ii) to notify Purchaser in writing of any Objections Seller cannot or will not cure (the “Cure Notice”). If Seller fails to cause deliver a Cure Notice in accordance herewith, Seller shall be deemed to be included in such Title Policy;accept the obligation to cure the Objections prior to Closing. Upon Purchaser’s receipt of the Cure Notice, Purchaser shall have fifteen (15) days to either (i) terminate this Agreement by written notice to Seller, with neither party hereto being thereafter obligated to the other, except as to those provisions that expressly survive hereunder, or (ii) waive the Objections by written notice to Seller and proceed to Closing with all uncured Objections constituting Permitted Exceptions. Notwithstanding anything contained herein to the contrary, Seller may not, at any time after the Effective Date, place any encumbrances and/or restrictions on the Real Property without the prior written consent of Purchaser.

Title and Survey Review. The condition of (a) Purchaser shall have seven (7) days after Purchaser shall have received all of: (i) the Commitment, (ii) the Underlying Documents, and (iii) the Survey (the "Title Review Period"), in which to review the same. In the event that the Commitment or the Survey shall show any exceptions to, or matters affecting, Seller's title to the Properties. Prior Property, which are unacceptable to Purchaser (each, an "Unpermitted Exception"), Purchaser may, by written notice to Seller sent within the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Review Period (the “"Purchaser's Title Company”Notice"), disapprove of such exceptions. Seller shall have five (5) with respect days after receipt of Purchaser's Title Notice (the "Cure Period") to each Real Property. Buyer may request cause such Unpermitted Exceptions to be removed from the Title Company an updated Title Commitment, together with copies of all documents referred . (b) In the event that Seller is unable or unwilling to therein, for cause any or all of the Properties. Prior Unpermitted Exceptions to be removed within the Cure Period, Purchaser shall have the right to: (i) terminate this Agreement by sending written notice of such termination to Seller within two (2) days after the expiration of the Cure Period, and thereafter neither Seller nor Purchaser shall have any further obligations under this Agreement; or (ii) accept title to the Effective DateProperty subject to such Unpermitted Exceptions and request the Title Insurer to issue such affirmative title insurance coverage over the same as may be available, all at Purchaser's cost. (c) Notwithstanding anything contained in this Paragraph 5 or elsewhere in this Agreement to the contrary, express or implied, Seller has provided covenants and agrees that all liens and exceptions to Buyer a copy Seller's title to the Property which secure the payment of an existing survey of each Propertymoney only, including, without limitation, judgment liens, mortgages, mechanics' liens and Buyer may, at Buyer’s sole cost delinquent taxes or taxes which are otherwise due and expense, obtain an update of each survey payable on or before the Closing (the “Surveys”). It "Monetary Liens") shall be a condition removed by Seller at the Closing, whether or not Purchaser has designated such Monetary Liens as Unpermitted Exceptions. All the exceptions shown on the Commitment (other than the so-called "general" or "standard" exceptions) to Closing that the Title Company which Purchaser has not objected as provided herein (or if objected to, to which Purchaser thereafter waives its objection) shall be committed referred to collectively herein as the "Permitted Exceptions." (d) Seller shall cause Title Insurer to issue to Buyer Purchaser an ALTA extended coverage Owner’s 's Policy of Title Insurance for each PropertyInsurance, in an the amount equal to of the Allocated Purchase Price and Price, dated as of the Closing Date (as hereinafter defined), insuring title to each the Property is vested in BuyerPurchaser, subject only to the “Permitted Exceptions” , with extended coverage over all general exceptions to the extent of work completed and paid for and containing the Endorsements (the "Title Policy"). At Closing, the Title Insurer shall issue to Purchaser or his nominee a xxxx-up of the Commitment meeting all the requirements of the Title Policy. The cost of the Title Policy shall be borne by Seller. (e) Purchaser acknowledges that the Building is, and on the Closing Date shall be, in "shell" condition and that, at Seller's direction, the remaining construction work described in the Construction Contract (as hereinafter defined) was suspended and including only has not been performed. Seller has informed Purchaser that all amounts due under the “Endorsements” Construction Contract have been paid in full, with the exception of FIFTY EIGHT THOUSAND NINE HUNDRED FIFTY TWO DOLLARS (as hereinafter defined$58,952.00) (individually and the "Final Payment"). At Closing, Seller shall pay, or cause the Title Insurer to pay, the Final Payment to the General Contractor from the closing proceeds. In addition, Seller agrees to deliver to the Title Insurer at Closing the following (collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: "Lien Coverage Materials"): (i) a sworn owner's statement from Seller in the form attached hereto as Exhibit C; (ii) a sworn contractor's statement (the "Contractor's Statement") listing all matters disclosed subcontractors and suppliers engaged by General Contractor in the construction of the Building and the amounts paid to each; (iii) final waivers of lien from each subcontractor or supplier listed on the Contractor's Statement; (iv) a final waiver of lien from the General Contractor; and (v) such other affidavits or documentation as the Title Commitments other than (A) those matters which Insurer may reasonably require in order to delete or affirmatively insure over any exception relating to possible mechanics' liens against the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Property.

Title and Survey Review. The condition (A) As of the Execution Date, (i) Purchaser has caused to be delivered to Seller title reports or commitments (the "Title Commitments") for extended coverage title insurance policies with respect to the Properties. Prior to Real Property issued by the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) , along with legible copies of all of the exception documents referenced therein with respect to each of the CPM Facilities and (ii) Purchaser or HC REIT has ordered a litigation, bankruptcy, judgment and security interest search in the names of the Sellers, the CPM Facilities, XL, in the case of the Hunters Xxxx Facility, and Purchaser in the case of the Grand Terrace Facility (the "Litigation and Lien Search"). (B) As of the Execution Date, Purchaser has ordered ALTA surveys with respect to any of the Real Property. Buyer may request from Property not covered by the Existing Surveys (the "New Surveys"), which are being prepared by surveyors acceptable to Purchaser (the "Surveyors") and Purchaser has requested that the Existing Surveys be recertified to Purchaser, HC REIT and the Title Company an updated Title Commitment, (the "Recertified Surveys" and together with the New Surveys, the "Surveys"), with, in each case, the intent of the parties being that at Closing Purchaser will receive ALTA Surveys which are sufficient to cause the Title Company to issue the Title Policies (as defined below) without the survey exception (the "Surveys"). The New Surveys shall be certified to the Purchaser, Sellers, the Title Company and HC REIT and, upon completion thereof, Purchaser shall cause the New Surveys and the Recertified Surveys to be delivered by the Surveyors to Purchaser, Sellers, the Title Company and HC REIT. (C) Prior to Closing, in the case of any of the CPM Facilities which are subject to an anticipated September 30, 2004 Closing, and within five (5) business days, in the case of any of the CPM Facilities which are subject to an anticipated Closing subsequent to September 30, 2004, after Purchaser’s receipt of the last of the Title Commitment (including legible copies of all of the exception documents referred referenced therein), the results of the Litigation and Lien Search and the Survey with respect to thereina CPM Facility, for Purchaser shall advise the applicable Seller in writing on a CPM Facility by CPM Facility basis of its objections, if any, to the matters reflected therein (a "Title and Survey Objection Letter"). (D) Prior to Closing, in the case of any of the CPM Facilities which are subject to an anticipated September 30, 2004 Closing, and within five (5) business days after the applicable Seller’s receipt of the Title and Survey Objection Letter related to the CPM Facility owned by it, in the case of any of the CPM Facilities which are subject to an anticipated Closing subsequent to March 31, 2004, such Seller shall specify by written notice delivered to Purchaser which of the objections described therein it will correct at or prior to the Closing Date and which of such objections it is unable or elects not to correct at or prior to the Closing Date (the "Seller Title and Survey Response Notice"). If any Seller fails to deliver a Seller Title and Survey Response Notice prior to Closing or within the applicable five (5) day period, as applicable, such Sellers shall be deemed to have elected not to correct any of the matters to which Purchaser objected in the applicable Title and Survey Objection Letter. If a Seller elects or is deemed to have elected not to correct some or all of the Properties. Prior matters objected to in the applicable Title and Survey Objection Letter, Purchaser shall have until Closing, in the case of any of the CPM Facilities which are subject to an anticipated September 30, 2004 Closing, or within five (5) days after the receipt of a Seller Title and Survey Response Notice or after the date by which the Seller Title and Survey Response Notice was due in accordance with the terms hereof , in the case of any of the CPM Facilities which are subject to an anticipated Closing subsequent to September 30, 2004, in which to advise the applicable Seller of its decision to close, notwithstanding the defects which such Seller is unable, or has elected not, to correct, or of its election to terminate this Agreement either in its entirety or solely as to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”affected CPM Facility(ies). It In the event Purchaser elects to terminate this Agreement as a result of the existence of title, survey or defects which a Seller elects not, or is unable, to correct by Closing, neither party shall have any further rights or obligations hereunder. (E) Any matter reflected on the Title Commitments or in the results of the Litigation and Lien Search or on the Surveys and not objected to by Purchaser or as to which Purchaser waives its objections in accordance with the terms hereof, shall be a condition deemed accepted by Purchaser and shall for purposes hereof be deemed to Closing that be the "Permitted Exceptions." (F) At Closing, Sellers shall cause the Title Company shall be committed to issue to Buyer an ALTA one or more extended coverage Ownertitle insurance policies to Purchaser or HC REIT insuring Purchaser’s Policy or HC REIT’s title to the Real Property as of Title Insurance for each Property, the Closing Date subject to no exceptions other than the Permitted Exceptions in an aggregate amount equal to the Allocated Purchase Price (unless a higher amount of title insurance has been specified by Purchaser and insuring title the additional premium attributable to each Property is vested in Buyersuch higher amount has been deposited by Purchaser with the Title Company, subject only as escrow agent, at or prior to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter definedClosing) (individually and collectivelythe "Owner’s Title Policies"). (G) At Closing, the “Title Policy”). The following matters Surveyors shall be deemed “Permitted Exceptions”: all matters disclosed by issue to Purchaser the Surveys of the Real Property revised to reflect any objections included in the Title Commitments other than (A) those matters and Survey Objection Letters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing Sellers agree to cause to be removed at or before Closing correct in accordance with, with the terms hereof and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include certified in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;manner specified herein.

Title and Survey Review. The condition of the (a) Purchaser has had title to the Properties. Prior Property to the Effective Date, Seller has provided be examined by a title company acceptable to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Purchaser (the “Title Company”) with respect to each Real Property. Buyer may and shall request from that the Title Company issue an updated Title Commitmentcommitment for an owner’s policy of title insurance, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey which will be furnished to Seller (the “Title Commitment”). The cost of each Property, the title insurance examination and Buyer the Title Commitment (if any) shall be paid by Purchaser. (b) Purchaser may, at BuyerPurchaser’s sole cost and expense, obtain an update updated ALTA/ACSM survey of each the Property, prepared in conformance with Purchaser’s survey requirements, from a licensed surveyor reasonably acceptable to the Title Company (the “SurveysSurvey”). It shall be a condition to Closing that . (c) If the updated Title Commitment or Survey shows material changes from the commitment and survey already obtained by Purchaser; then Purchaser shall, within ten (10) days after its receipt of the latter of the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each PropertyCommitment or the Survey, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to give Seller written notice thereof (the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title PolicyObjection Notice”). The following matters that are set forth in the Objection Notice are hereinafter referred to as “Title Objections”. (d) Seller shall notify Purchaser within five (5) business days of receipt of the Objection Notice of its intended action in regard to satisfying or remedying the Title Objections. If Seller elects to satisfy or remedy the Title Objections, but has not so satisfied or remedied all Title Objections within fifteen (15) days after receipt of the Objection Notice, or if Seller elects not to satisfy or remedy the Title Objections, then Purchaser may, by written notice within five (5) days after the expiration of said fifteen (15) day period, either (i) terminate this Agreement; or (ii) elect to waive its objection to any uncured Title Objections and to proceed to close this transaction without reduction in the Purchase Price; provided, however that Purchaser shall have the right to remove such exceptions which can be cured by payment of a stated sum of money (such as deeds of trust, security agreements, past-due ad valorem taxes and assessments constituting a lien against the Property, mechanic’s and materialmen’s liens, and judgments which have attached to and become liens against the Property), and Purchaser shall receive credits against the Purchase Price in amounts equal to the sum of money paid, plus the costs incurred, in curing all such Title Objections. Any exceptions shown on the Title Commitment or the Survey to which Purchaser does not object as herein provided, and any exceptions to which Purchaser waives its objections by written notice, shall be deemed approved by Purchaser and shall be “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;.

Title and Survey Review. The condition Buyer shall, during the Inspection Period, review title and survey matters. Buyer shall cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer and the Title Company. Such title commitment and survey being referred to as “Title Evidence”. By the end of the Inspection Period, Buyer will make such written objections (“Title Objections”) to the Propertiesform and/or contents of the Title Evidence as Buyer may wish. Prior Buyer’s failure to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “make Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) Objections with respect to each Real Propertya particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition “Permitted Exception” hereunder. Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, to Closing that cure the Title Company Objections, and shall be committed use reasonable efforts to issue to Buyer an ALTA extended coverage Owner’s Policy of cure any and all Title Insurance for each PropertyObjections, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment liens of an ascertainable amount of money, and created by Seller that encumber the Property (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay“Monetary Liens”) which can be satisfied Seller shall remove or cure by the payment of an ascertainable funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Insurance Commitment and which are not consented to by Buyer under the terms hereof. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Buyer in the amount of moneyany Monetary Liens which are unsatisfied on the Closing Date. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured prior to Closing, Buyer will have the expiration option as its sole and exclusive remedies to (i) terminate this Agreement and receive a refund of the Due Diligence Period, Escrowed Amount in accordance with the Title Company has agreed in writing Deposit Escrow Agreement or (ii) proceed to include close with a reduction in the applicable Purchase Price for any Title Policy Objections uncured by Seller. Notwithstanding anything contained herein to the contrary, other than the clearance of Monetary Liens, Seller shall not be obligated to clear or Seller has agreed in writing expend money to cause dispose of Title Objections or to be included in such Title Policy;undertake any legal action to do so.

Title and Survey Review. The condition Within ten (10) business days after the date of this Agreement, Title Company will provide to Seller and Buyer a commitment to issue an ALTA owner’s (or leasehold) policy of title insurance for each Real Property. Prior to the last day of the Property Approval Period (the “Title Review Date”), Buyer shall furnish Seller with a written statement of objections, if any, to the title to the PropertiesReal Property, including, without limitation, any objections to any matter shown on any of the Surveys (collectively, “Objections”). Prior to In the Effective Date, Seller has provided to Buyer an ALTA title report event the Title Company amends or commitment for title insurance updates any of the Preliminary Reports after the Title Review Date or any of the Surveys is updated after the Title Review Date (individuallyeach, a “Title CommitmentReport Update” and collectivelyor a “Survey Update,” as applicable), the Buyer shall furnish Seller with a written statement of Objections to any matter first raised in a Title Report Update or Survey Update (unless such matter was caused by Buyer or its inspections or tests which will be Permitted Liens) within three (3) business days after Buyer’s receipt of such Title Report Update or Survey Update (each, a “Title CommitmentsUpdate Review Period”) prepared by First American Title Insurance Company (). Should Buyer fail to notify Seller in writing of any Objections in the “Title Company”) with respect Preliminary Report prior to each Real Property. Buyer may request from the Title Company an updated Review Date, or to any matter first disclosed in a Title Commitment, together with copies of all documents referred to therein, for any Report Update or all of the Properties. Prior Survey Update prior to the Effective Title Update Review Period, as applicable, Buyer shall be deemed to have approved such matters, which shall be considered to be Permitted Liens. (a) If Seller receives a notice of Objection in accordance with this Section 5.5 (“Buyer’s Notice”), Seller shall have the right, but not the obligation, by giving written notice to Buyer within five (5) business days after receipt of Buyer’s Notice (“Seller’s Response Period”), to elect to cure any such matter on or before the Closing Date (“Seller’s Response”), and may extend the Closing Date for up to fifteen (15) business days to allow such cure. If Seller does not give any Seller’s Response, Seller shall be deemed to have elected not to cure any such matters. Notwithstanding the foregoing, on or before the Closing Date, Seller shall in any event be obligated to cure those Objections (i) that are mortgage or deed of trust liens or security interests against any of the Real Property created by Seller, other than taxes and assessments not yet delinquent or (ii) that have been voluntarily placed against any of the Real Property by Seller after the date of this Agreement and that are not otherwise permitted pursuant to the provisions hereof. The items in the immediately preceding sentence are hereinafter collectively referred to as the “Mandatory Objections”. (b) If Seller elects (or is deemed to have elected) not to cure any Objections raised in any Buyer’s Notice timely delivered by Buyer to Seller pursuant to Section 5.5(a) above, or if Seller notifies Buyer that it elects to cure any such Objection but then does not for any reason effect such cure on or before the Closing Date, as it may be extended hereunder, then Buyer, as its sole and exclusive remedy, shall have the option of terminating this Agreement by delivering written notice thereof to Seller within five (5) business days after (as applicable) (i) its receipt of Seller’s Response stating that Seller will not cure any such Objection, or (ii) the expiration of Seller’s Response Period if Seller does not deliver a Seller’s Response, or (iii) Seller’s failure to cure by the Closing Date (as it may be extended hereunder) any Objection which Seller has provided previously elected to Buyer cure pursuant to a copy Seller’s Response. In the event of an existing survey of each Propertysuch a termination, the Deposit shall be returned to Buyer, and neither party shall have any further rights or obligations hereunder except as expressly provided in this Agreement. If no such termination notice is timely received by Seller hereunder, Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “to have waived all such Objections, in which event those Objections shall become Permitted Exceptions”: all matters disclosed by Liens. If the Title Commitments Closing is not consummated for any reason other than (A) those matters which Seller’s default hereunder, Seller and Buyer each shall be responsible for one-half of any title or escrow cancellation charges. Nothing herein will release Seller from its obligations to release or satisfy the Title Company has removed from Mandatory Objections nor will Buyer ever be deemed to have waived or accepted the Title Commitment by Mandatory Objections unless Buyer does so expressly in a written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which notice delivered to Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by with the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed provisions regarding notice in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;this Agreement.

Title and Survey Review. The condition Bxxxx shall, during the Inspection Period, review title and survey matters. Buyer shall cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer and the Title Company. Such title commitment and survey and documents on file with the Town Clerk’s office of the Town of Smithfield being referred to as “Title Evidence”. On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title Objections”) to the Propertiesform and/or contents of the Title Evidence as Buyer may wish. Prior Bxxxx’s failure to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “make Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) Objections with respect to each Real Propertya particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted ExceptionsException” (as hereinafter defined) hereunder. Seller will have until 5:00 pm ET on December 15, 2022 to respond to Buyer’s Title Objections with those items Seller shall elect to cure. Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, to cure such identified Title Objections, and including only the “Endorsements” (as hereinafter defined) (individually and collectivelyshall use reasonable efforts to cure any identified Title Objections, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment liens of an ascertainable amount of money, and that encumber the Property (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay“Monetary Liens”) which can be satisfied Monetary Liens Seller shall remove or cure by the payment of an ascertainable funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Insurance Commitment and which are not consented to by Buyer under the terms hereof. Seller shall be entitled to one (1) extension of the Closing Date (not to exceed thirty (30) days), exercisable upon one (1) business day’s advance written notice to Buyer, to allow additional time for Seller to remove any Title Objections which are not Permitted Exceptions. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Bxxxx in the amount of moneyany Monetary Liens which are unsatisfied on the Closing Date. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured prior to Closing, Buyer will have the expiration of the Due Diligence Periodoption as its sole and exclusive remedies to (i) terminate this Agreement, in which event the Title Company has agreed is hereby required to deliver the Escrowed Amount to the Buyer in writing accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to include either party hereto, or (ii) proceed to close with a reduction in the applicable Purchase Price for any Title Policy Objections uncured by Seller. Notwithstanding anything contained herein to the contrary, other than the clearance of Monetary Liens, Seller shall not be obligated to clear or Seller has agreed in writing expend money to cause dispose of Title Objections or to be included in such Title Policy;undertake any legal action to do so.

Title and Survey Review. The condition (a) Seller shall retain the Title Company to provide Buyer with an updated title commitment for the Property (the “Title Commitment"), together with legible copies of all exception documents referenced therein, within five (5) days of the title to Effective Date. (b) Seller shall provide Buyer with copies of all surveys for the PropertiesProperty that are in Seller’s possession. Prior to Within seven (7) days following the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) with respect to each Real Property. Buyer may request from order a new survey for the Title Company an updated Property at its own cost and expense. The survey provided by Seller and any new surveys obtained by Buyer are collectively (c) Following Xxxxx’s initial receipt of the Title Commitment, together with copies Buyer shall have a period of all documents referred ten (10) days to thereindisapprove of any matters set forth as an exception on the Title Commitment {“Title Objection”). Buyer shall have a period of five (5) days following its receipt of any supplemental Title Evidence to disapprove of any matters first disclosed in such supplemental Title Evidence. Buyer shall deliver a written description of its Title Objections, for if any, to Seller and the Title Company. Xxxxx’s failure to timely approve or disapprove, in writing, of any or all matters except Monetary Encumbrances (defined below) set forth in the Title Evidence shall be deemed Buyer’s acceptance thereof, and such matters shall be “Permitted Encumbrances”. Pre-printed standard general exceptions listed in Schedule B of the Properties. Prior Title Commitment (other than Monetary Encumbrances), easements, rights, reservations, covenants, conditions and restrictions presently of record and encroachments that do not materially affect the value of the Property or unduly interfere with use of the Property as a quick service restaurant shall also be Permitted Encumbrances. (d) If Buyer delivers written notice of any Title Objection to Seller during the Effective Dateapplicable period provided above, then Seller has provided shall use commercially reasonable efforts to Buyer a copy of an existing survey of each Property, and Buyer mayremove or cure such Title Objections, at BuyerSeller’s sole cost and expense, obtain an update within fifteen (15) days following Seller’s receipt of each survey such Title Objections (the “SurveysSeller Cure Period”). It , and the Closing Date shall be extended until the expiration of any such Seller Cure Period. Notwithstanding the preceding sentence, Seller shall in all events cause any Title Objections relating to liens or encumbrances of a condition to Closing definite or ascertainable amount that the Title Company shall can be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed removed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause payment of money to be removed at or before Closing in accordance withprior to Closing, and subject to, Paragraph 3(c), (2) any including without limitation mortgages, deeds of trust trust, delinquent taxes, security agreements, mechanic’s or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of moneymaterialmen’s liens, tax liens, and judgments (3) any mechanic’s“Monetary Encumbrances”). During the Seller Cure Period, materialman’s or broker’s liens filed against a Property Seller shall keep Buyer reasonably informed as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration efforts Seller is making to remove or cure the Title Objections. (e) If Seller, despite its commercially reasonable efforts, is unable to cure any of the Due Diligence Title Objections during the Seller Cure Period, then Buyer shall have the Title Company has agreed in writing right (after receipt of written notice from Seller to include in such effect), to either: (i) agree with Seller to close the transaction contemplated hereby, thereby accepting the applicable uncured Title Policy Objections as Permitted Encumbrances; or (ii) terminate this Agreement in its entirety and demand a return of the Xxxxxxx Money (including all accrued interest thereon), in which case neither party shall have any further rights or Seller has agreed in writing obligations hereunder, except for those rights and obligations expressly stated herein to cause to be included in such Title Policysurvive the termination hereof;

Title and Survey Review. The condition Following its receipt thereof, Buyer shall review the Due Diligence Materials relating to title and survey matters. Buyer shall promptly cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from a title insurance company of Buyer's election (the "Title Company"). Buyer may also promptly cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer, the Title Company, and any lender of Buyer. Such title commitment and survey being referred to the Propertiesas "Title Evidence". Prior to the Effective Closing Date, Seller has provided Buyer will make such written objections ("Title Objections") to the form and/or contents of the Title Evidence as Buyer an ALTA title report or commitment for title insurance (individually, a “may wish. Buyer's failure to make Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company (the “Title Company”) Objections with respect to each Real Propertya particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition "Permitted Exception" hereunder. Seller will have until the Closing to Closing that cure the Title Company Objections, and shall be committed use reasonable efforts to issue to Buyer an ALTA extended coverage Owner’s Policy of cure any and all Title Insurance for each PropertyObjections, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment liens of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay"Monetary Liens") which can be satisfied Seller shall remove or cure by the payment of an ascertainable funds from Closing. At Buyer's option, the Closing may be consummated or terminated if any such Title Objections are not removed or cured. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Insurance Commitment and which are not consented to by Buyer under the terms hereof. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Buyer in the amount of moneyany Monetary Liens which are unsatisfied on the Closing Date. The “Endorsements” shall include only those endorsements which, If the Title Objections are not cured prior to Closing, Buyer will have the expiration of the Due Diligence Period, the Title Company has agreed in writing option as its sole and exclusive remedies to include (i) terminate this Agreement or (ii) proceed to close without a reduction in the applicable Purchase Price by waiving any Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Objections uncured by Seller.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Dateexecution and delivery hereof, Seller Purchaser has provided caused the Title Company to Buyer an ALTA furnish or otherwise make available to Purchaser a preliminary title report or commitment for title insurance the Real Property dated with an effective date of April 2, 2014 (individually, a “Title Commitment” and collectively, the “Title CommitmentsPTR”) prepared by First American Title Insurance Company ), and copies of all underlying title documents described in the PTR. Purchaser shall have until July 28, 2014 (the “Title CompanyNotice Date”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey provide written notice (the “SurveysTitle Notice”) to Seller and Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property and the Updated Survey, subject to Seller’s obligations set forth in Section 6.2(c) below. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than July 30, 2014 (the “Seller Response Deadline”), written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall undertake to cure (by either having the same removed or by obtaining affirmative insurance over the same as part of the final Title Policy) (“Seller’s Response”). It shall be a condition If Seller does not deliver Seller’s Response prior to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Propertysuch Seller Response Deadline, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the Contingency Date to (i) deliver a written notice terminating this Agreement (“Termination Notice”) to Seller and Title Company terminating this Agreement as set forth in Section 5.4 above, in which event Title Company is hereby authorized to refund the Xxxxxxx Money Deposit to Purchaser (less the Independent Consideration, which is to be paid to Seller) or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions”: Exceptions for all matters disclosed purposes hereof). If Seller and Title Company have not received written notice from Purchaser by the Title Commitments Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Updated Survey, other than (A) those matters which Must-Cure Matters. Notwithstanding the Title Company has removed from foregoing, in no event may Purchaser object to the Title Commitment by written supplement and (B) those “Mandatory Mortgage Loan Documents, the Mortgage Loan Documents shall not be Must-Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance withMatters, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can the Mortgage Loan Documents shall in all events be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Permitted Exemptions.

Title and Survey Review. The condition of the title to the Properties. Prior to the Effective Date, Seller has provided For any Survey or Title Commitment delivered to Buyer an ALTA title report as a result of (a) or commitment for title insurance (individually, b) above: i. Buyer shall have a “Title Commitment” and collectively, the “Title Commitments”period of thirty (30) prepared by First American Title Insurance Company days (the “Title Companyand Survey Review Period”) with respect to each Real Property. Buyer may request from after receipt of both the updated Surveys and the Title Company an updated Title CommitmentCommitments, together with legible copies of all documents referred the Title Documents referenced in the Title Commitments, to therein, for review the Title Commitments and Surveys and to provide notice in writing to Seller as to any or all of the Properties. Prior matters therein to the Effective Date, Seller has provided to which Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey objects (the “SurveysObjections”). It shall be a condition If Buyer fails to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, provide such notice prior to the expiration of the Due Diligence Title and Survey Review Period, Buyer shall be deemed to have approved and accepted title and survey and all matters set forth in the Title Company has agreed Documents shall be deemed permitted exceptions (referred to as “Permitted Exceptions”), and Buyer shall accept title to the Real Property subject to such Permitted Exceptions. ii. If Buyer notifies Seller in writing of any Objections prior to include in the applicable expiration of the Title Policy and Survey Review Period, Seller shall then have a period of fifteen (15) days after its receipt of such notice to (i) use its reasonable efforts to cure the Objections, or Seller has agreed (ii) to notify Buyer in writing of any Objections Seller cannot or will not cure (the “Cure Notice”). If Seller fails to cause deliver a Cure Notice in accordance herewith, Seller shall be deemed to be included in such Title Policy;accept the obligation to cure the Objections prior to Closing. iii. Upon Buyer’s receipt of the Cure Notice, Buyer shall have until Closing to either (i) terminate this Agreement by written notice to Seller, with neither Party being thereafter obligated to the other, except as to those provisions that expressly survive hereunder, or (ii) waive the Objections by written notice to Seller and proceed to Closing with all uncured Objections constituting Permitted Exceptions. iv. Notwithstanding anything contained herein to the contrary, Seller may not, at any time after the Effective Date, place any encumbrances and/or restrictions on the Real Property without the prior written consent of Buyer.

Title and Survey Review. The condition (a) For purposes of the this Agreement, “good and marketable fee simple title” shall mean such title as is insurable by Lawyers Title Insurance Corporation under its standard ALTA form of owner’s policy of title insurance (1992 Form B), at its standard rates, subject only to the Properties. Prior following (herein called the “Permitted Exceptions”): (i) the standard or printed exclusions in the form of owner’s policy of title insurance referenced above; (ii) the lien for Taxes not due and payable on or before the Closing Date; (iii) zoning ordinances affecting the Property; (iv) the rights of parties in possession under Existing Leases or New Leases; (v) all matters, if any, waived or deemed to the Effective Datehave been waived by Buyer pursuant to this paragraph 7; (vi) all matters arising under, Seller has provided to or created by, Buyer; and (b) Buyer an ALTA title report or shall cause a commitment for title insurance (individually, a herein called the “Title Commitment” and collectively, the “Title Commitments”) prepared to be issued by First American Title Insurance Company Escrow Agent (the herein called “Title Company”), and copies of the Title Commitment to be delivered to Seller and Seller’s counsel. The Title Commitment shall commit to insure Buyer’s title to the Property in the face amount of the Purchase Price. Buyer shall have until 5:00 p.m., Eastern Time on November 14, 2006 in which to examine the Title Commitment and the Existing Survey (as defined below) and in which to give Seller written notice of any objections to matters set forth therein (herein called the “Initial Notice”). Buyer may reexamine title to the Property up to and including the Closing Date and give Seller written notice of any additional objections to matters appearing of record subsequent to the effective date of the Title Commitment, but Buyer’s failure to specify in the Initial Notice an objection to any matter appearing of record as of the date of the Initial Notice shall be deemed to be, and shall constitute, a waiver of any objection to such matter, and such matter shall thereafter constitute a Permitted Exception under this Agreement. Furthermore, if Buyer shall fail to give the Initial Notice, Buyer shall be deemed to have waived any objection to all matters of record as of the date of the Title Commitment, and all such matters shall thereafter constitute Permitted Exceptions under this Agreement. (c) Seller shall have until the date ten (10) days after Seller’s receipt of the Initial Notice in which to review the Initial Notice, and, if Seller elects, in which to give Buyer written notice of any valid objections specified therein which Seller intends to attempt to satisfy (herein called a “Cure Notice”), except with respect to each Real Property. Buyer may request the Monetary Liens (as defined below), which Seller shall remove or cure at Closing with the proceeds from the Title Company an updated Title CommitmentPurchase Price. If Seller fails to give a Cure Notice with respect to any objection specified in the Initial Notice, together with copies and if Buyer thereafter does not elect to terminate this Agreement pursuant to paragraph 5 hereof, Buyer shall be deemed to have waived any objection specified in the Initial Notice as to which Seller has failed to give a Cure Notice, and any such objection shall thereafter constitute a Permitted Exception under this Agreement. (d) Seller shall have until the Closing Date to satisfy all objections other than those waived or deemed to have been waived by Buyer pursuant to paragraphs 7(b) and 7(c), and, if Seller fails so to satisfy any such valid objections, then, at the option of Buyer, and as its sole and exclusive alternatives and remedies, Buyer may: (i) terminate this Agreement, in which event the Xxxxxxx Money shall be refunded to Buyer promptly upon request, all documents referred to therein, for any or all rights and obligations of the Propertiesparties under this Agreement shall expire, and this Agreement shall become null and void; or (ii) waive such satisfaction and performance and elect to consummate the purchase and sale of the Property, in which event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement. Prior The remedies of Buyer as set forth in clauses (i) and (ii) of this paragraph 7(d) shall be Buyer’s sole and exclusive remedies in the event Seller gives a Cure Notice and Seller fails to satisfy any valid objections, notwithstanding anything to the contrary contained herein. (e) Notwithstanding any provision of this paragraph 7 to the contrary, Seller shall not, during the term of this Agreement, enter into, or (except as may be required by applicable law or instruments of record as of the Effective Date) consent in writing to, Seller has provided any instrument (other than New Leases or any service agreements executed in the ordinary course of business) that encumbers title to Buyer a copy of an existing survey of each the Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” (as hereinafter defined) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to does not cause to be removed at as an encumbrance to title to the Property prior to or before Closing in accordance withconnection with Closing. (f) Further notwithstanding any provision of this paragraph 7 to the contrary, and subject toin connection with Closing, Paragraph 3(cSeller shall cause the Property to be released from (or shall provide a payoff letter or other documentation sufficient to cause the Title Company to commit to insure, to Buyer’s satisfaction, Buyer’s title to the Property without exception for), (2) any mortgagesat no cost to Buyer, all liens of mortgages or deeds of trust trust, mechanics’ liens, attachments, judgments, liens to secure the payment of income taxes of Seller or Seller’s constituents, delinquent property tax and assessment liens against the Property and any other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which liens against the Property that can be satisfied removed by the payment of an ascertainable amount of moneya sum (collectively, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, prior to the expiration of the Due Diligence Period, the Title Company has agreed in writing to include in the applicable Title Policy or Seller has agreed in writing to cause to be included in such Title Policy;Monetary Liens”).

Title and Survey Review. The condition (a) Buyer shall have the right to obtain a title commitment for owner's title insurance policy (the "Title Commitment") and survey of the title to the Properties. Prior to the Effective Date, Seller has provided to Buyer an ALTA title report or commitment for title insurance (individually, a “Title Commitment” and collectively, the “Title Commitments”) prepared by First American Title Insurance Company Real Property (the “Title Company”) with respect to each Real Property. Buyer may request from the Title Company an updated Title Commitment, together with copies of all documents referred to therein, for any or all of the Properties. Prior to the Effective Date, Seller has provided to Buyer a copy of an existing survey of each Property, and Buyer may, at Buyer’s sole cost and expense, obtain an update of each survey (the “Surveys”"Survey"). It shall be a condition to Closing that the Title Company shall be committed to issue to Buyer an ALTA extended coverage Owner’s Policy of Title Insurance for each Property, in an amount equal to the Allocated Purchase Price and insuring title to each Property is vested in Buyer, subject only to the “Permitted Exceptions” No later than ten (as hereinafter defined10) and including only the “Endorsements” (as hereinafter defined) (individually and collectively, the “Title Policy”). The following matters shall be deemed “Permitted Exceptions”: all matters disclosed by the Title Commitments other than (A) those matters which the Title Company has removed from the Title Commitment by written supplement and (B) those “Mandatory Cure Items” (as hereinafter defined). “Mandatory Cure Items” shall mean (1) those matters which Seller has agreed in writing to cause to be removed at or before Closing in accordance with, and subject to, Paragraph 3(c), (2) any mortgages, deeds of trust or other similar encumbrance evidencing outstanding indebtedness voluntarily created by Seller which can be satisfied by the payment of an ascertainable amount of money, and (3) any mechanic’s, materialman’s or broker’s liens filed against a Property as a result of Seller’s acts or omissions (e.g., failure to pay) which can be satisfied by the payment of an ascertainable amount of money. The “Endorsements” shall include only those endorsements which, business days prior to the expiration of the Due Diligence Period, Buyer shall give notice to Seller of any objection to any exception or other matter shown in the Title Company has agreed Commitment or Survey on or before the date of expiration of the Due Diligence Period. Within five (5) business days of Seller's receipt of Buyer's notice of objection(s), Seller shall notify Buyer in writing of Seller's election to either (i) remove such exceptions (in which case Buyer's objections shall be deemed waived) but Seller shall incur no cost in connection therewith, or (ii) terminate this Agreement, provided, however, Seller shall have no obligation to cure an objection relating to the Survey. Seller's failure to make an election shall be deemed an election to terminate. Without limiting the foregoing, Seller shall be obligated to fully discharge on or before Closing all mortgages, security interests and other monetary liens and encumbrances of a definite and ascertainable amount (each a "Monetary Lien"). Notwithstanding the foregoing, all Monetary Liens affecting the Property which are junior in right to Seller's Prior Mortgage Security shall be extinguished by the completion of the Foreclosure Action which shall be full satisfaction of the foregoing obligation to discharge the same. In the event that any additional title exceptions are discovered after the reports are issued, then if Buyer is not willing to accept such exceptions as-is, then Seller shall elect in writing to include either eliminate such exceptions (in which case this Agreement shall remain in effect) or terminate this Agreement. If Buyer fails to give written notice to Seller of any objection to title or survey within the Due Diligence Period, then Buyer shall be deemed to have approved the state of title and survey as of the date of such title and survey reports are issued, except for Monetary Liens. (b) If Seller willfully fails to cure an objection to title or survey in the applicable Title Policy manner set forth above, then Buyer may elect, on or Seller has agreed prior to the Closing Date, to (i) terminate this Agreement and no party shall have any further obligations hereunder, except as specifically set forth herein, or (ii) accept the Property subject to such objections and proceed to Closing. If Buyer makes no such election, then Buyer shall be deemed to have elected to waive its right to terminate this Agreement as provided above in writing to cause to be included in such Title Policy;this Section 3.3(b).