Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. (a) Promptly after the Effective Date, 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 extended coverage owner’s policy of title insurance (the “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 “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to 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 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 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 Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate 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 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 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 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. (a) Promptly Within three (3) business days after the Effective Date, Escrow Local Title Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a the “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “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, Local Title Agent, Seller and Buyer a current, certified ALTA As-Built survey of each the Property (each, a the “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller Seller, Escrow Agent and Escrow Local Title Agent prior to 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 disapproved of the condition of title for such Property and elected to terminate this Agreement as Agreement. Upon any termination pursuant to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in this Section 5(c) above6(c), 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 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 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; , or (ii) terminate this Agreement as to and receive a return of the Property corresponding to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” Deposit as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit6(c); 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 the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such CommitmentNotice, 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 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 canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering any of the Properties Property as a result of work performed by or on behalf of Seller; (ii) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against any of the PropertiesProperty; and (iii) cause to be released all loan security documents which encumber any of the Properties Property and any other monetary lien or encumbrance caused or created by Seller against any of the PropertiesProperty.

Title and Survey Review. (a) Promptly after the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a the “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “Owner’s Policy”) for such Property), Purchase and Sale Agreement [Concept]--[City, State] EAST\76951995.6 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 the Property (each, a the “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to 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 disapproved of the condition of title for such Property and elected to terminate this Agreement as Agreement. Upon any termination pursuant to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in this Section 5(c) above6(c), 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, subject to the applicable provisions of the Escrow Instructions, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. Notwithstanding the foregoing, in no event shall any of the following constitute “Objectionable Matters” under this Agreement: (i) applicable zoning, subdivision, building and other land use laws and regulations; (b) all matters reflecting the existence or terms of the Leases; (c) all matters, whether or not of record, that arise out of the actions of Buyer or its agents, representatives or contractors; (d) the lien of real estate taxes and assessments not yet due and payable, subject to adjustment as provided in this Agreement; (e) any lien or encumbrance that, pursuant to one or more of the Leases is the responsibility of the Tenant; and (f) all other matters shown on or referenced in the Commitment (other than Voluntary Liens, as such term is defined below) or the Survey, except for those matters which, in accordance with this Section 6: (i) Buyer makes a written objection on or before the applicable date required under this Section 6; and (ii) Seller elects in writing to use commercially reasonable efforts to cure. (d) If a Buyer’s Title Notice identifies any Objectionable Matters, Seller will notify Buyer in writing (“Seller’s Title Response”) within five three (53) business days after receiving the Title Notice whether Seller will use commercially reasonable efforts to cure those any Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to use commercially reasonable efforts to cure all of the Objectionable MattersMatters in Seller’s Title Response, 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; , or (ii) to terminate this Agreement as to and receive a return of the Property corresponding to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” Deposit as provided in Section 5(c6(c). If Seller does not issue Seller’s Title Response within such three (3) above (with proportionate reductions in the Purchase Price and Deposit); or (iii) terminate this Agreement as day period, Seller shall be deemed to all the Properties, in which case the Deposit will immediately be paid by Escrow Agent have elected not to Buyer, and neither use commercially reasonable efforts to cure any of the Parties will have any further liability or obligation under this Agreement except for any Surviving ObligationsObjectionable Matters. (e) If any the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such CommitmentNotice, 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 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 thereafterthereafter (provided that Seller’s Title Response to any new Objectionable Matters shall be due within five [5] business days after Seller’s receipt of written notice of any new Objectionable Matters). If Seller does not agree (or is deemed not to have agreed) to cure any new Objectionable Matters, then Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) business days after receiving Seller’s Purchase and Sale Agreement [Concept]--[City, State] EAST\76951995.6 Title Response (or within five [5] business days after Seller’s failure to provide a Seller’s Title Response, which lack of response will be deemed to be Seller’s election not to cure any Objectionable Matters), 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 and receive a return of the Deposit. Upon any termination pursuant to this Section 6(e), the Deposit will immediately be paid by Escrow Agent to Buyer, subject to the applicable provisions of the Escrow Instructions, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (f) If Buyer timely objects to any Objectionable Matters in accordance with the above provisions and Seller elects to use commercially reasonable efforts to cure any one or more Objectionable Matters, then (A) Seller shall have until the Closing Date to cure such Objectionable Matters in a manner reasonably acceptable to Buyer and (B) if any Objectionable Matters are not so cured by the Closing Date, then Buyer’s sole remedy in connection therewith shall be to either (i) proceed with the acquisition of the Property notwithstanding the Objectionable Matters which Seller did not cure, or (ii) to terminate this Agreement and receive a return of the Deposit. Upon any termination pursuant to this Section 6(f), the Deposit will immediately be paid by Escrow Agent to Buyer, subject to the applicable provisions of the Escrow Instructions, and neither of the Parties will have any further liability or obligation under this Agreement except for any Surviving Obligations. (g) Notwithstanding anything to the contrary in this Agreement, Seller shall in no event be required to bring suit to clear any claimed title or survey defects and, except for Voluntary Liens (as defined below), Seller shall not be required to expend more than Ten Thousand Dollars ($10,000) in the aggregate to cure any Objectionable Matter, provided that if Seller agrees to use commercially reasonable efforts to cure an Objectionable Matter before Closing but fails to do so before Closing, then Buyer will right to waive and proceed to Closing or terminate as provided in Section 6(d). Notwithstanding anything contained herein to the contrary, Buyer shall be deemed to have rejected, without any need for further notice to Seller, all Voluntary Liens that may be disclosed on the Commitment or any update thereto. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to Buyer’s attorney is made for recording following the Closing of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located. (h) Notwithstanding the foregoing, in all events Seller will, at or prior to Closing, (i) pay in full and cause to be canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering any of the Properties Property as a result of work performed by or on behalf of Seller; Seller (provided, however, that the aggregate maximum amount required to be spent by Seller under this clause (i) shall be $50,000, provided, however, if mechanics’ and/or contractors’ liens encumbering the Property exceed $50,000 and Seller refuses to discharge any such liens, then Buyer will have the termination right provided in Section 6(c)) and (ii) pay in 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 Property entered into or encumbrance caused or created assumed by Seller against (any such matters, “Voluntary Liens”). Within two (2) days following the Effective Date, Seller will request a payoff letter from Seller’s lender. (i) Seller shall be entitled to extend the Closing Date pursuant to Section 13 for the purpose of the Properties.curing any Voluntary Lien or any Objectionable Matter that Seller has elected to use commercially reasonable efforts to cure. Purchase and Sale Agreement [Concept]--[City, State] EAST\76951995.6

Title and Survey Review. (a) Promptly after Within fifteen (15) days from the Effective Datedate a ----------------------- fully executed copy of this Agreement is received by BUYER, Escrow Agent will SELLER shall: (i) cause the Title Company to issue, and deliver to Buyer SELLER and Seller a current title commitment on each Property (as may be updatedBUYER, a “Commitment”) preliminary title report and commitment for an Owner Policy of Title Insurance to be in favor of BUYER covering the issuance to Buyer Property in the amount of an ALTA extended coverage owner’s policy of title insurance the Purchase Price (the “Owner’s Policy”) for such Property"Title Commitment"), together with complete, which Title Commitment shall be accompanied by legible copies of all requirement recorded documents relating to easements, rights-of-way, and other matters affecting title thereto; (ii) cause a current boundary survey of the Property (the "Survey") prepared by Halff Associates, Inc. (as applicable, the "Surveyor") to be prepared and delivered to BUYER and the Title Company. The Survey shall be certified to BUYER, SELLER, and the Title Company, shall specify the Net Square Feet and the gross number of square feet in the Property, and shall otherwise be in a form acceptable to the Title Company to permit, at BUYER'S sole cost and election, modification of the survey exception documents referenced to the Owner's Policy of Title Insurance to be delivered to BUYER pursuant to Section 6 hereof to read "shortages in each area" only. SELLER shall pay for the cost of the Survey initially, but if under any circumstances whatsoever (other than a SELLER default or termination of this Agreement pursuant to Section 8) this Agreement is terminated and BUYER is entitled to a refund of the Xxxxxxx Money, then anything to the contrary notwithstanding the cost of the Survey shall be paid (or reimbursed to SELLER) out of the Xxxxxxx Money, but in an amount not to exceed $4,000.00, before the remainder thereof is returned to BUYER; (iii) deliver or cause to be delivered to BUYER such Commitmentexisting studies and reports specifically regarding the Property that are within SELLER's possession; BUYER acknowledges that SELLER has satisfied SELLER's obligations set forth in this clause (iii). (b) Promptly BUYER shall, within thirty (30) days after receipt of the Effective Datelatest to be delivered of the items in (a)(i) and (ii) above, Buyer will cause give SELLER written notice of any objections to title to the Property, or to the gross square footage of the Property, as shown on the Survey, indicating that the Property is less than 14.8 acres in size. BUYER'S failure to timely give such written notice of objection shall be deemed to be BUYER'S approval of items (a)(i) and (ii) above, and all matters shown therein and not objected to by BUYER shall be deemed approved by BUYER for all purposes hereof and shall be "Permitted Exceptions." Liens of any kind shall always be a licensed surveyor non-permitted exception whether or not BUYER objects to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of each Property (each, a “Survey”)such lien. (c) For each Property, Buyer will, by giving written notice (In the “Title Notice”) event BUYER objects to Seller and Escrow Agent prior to the expiration any of the Study Period, either items or matters contemplated in items (ia)(i) approve the condition of title, or (ii) identify any above SELLER may undertake, but shall not be obligated to undertake, to eliminate or modify all such matters set forth in the Commitment or the Survey for such Property to which Buyer objects BUYER has objected to the reasonable satisfaction of BUYER prior to the Closing. In the event SELLER elects not to or fails to eliminate or modify such matters to which BUYER has objected within such period, BUYER shall have the right to terminate this Agreement by written notice to SELLER prior to the Closing, whereupon the Xxxxxxx Money (collectively, less $100 which shall be paid over to SELLER as independent consideration for the “Objectionable Matters”)execution of this Agreement) shall be promptly returned to BUYER and this Agreement shall be null and void and of no further force or effect. If no Title Notice for a Property is given by Buyer BUYER fails to Seller before the end of the Study Period, then Buyer terminate this Agreement within such period BUYER shall be deemed to have disapproved of the condition of title waived any remaining unsatisfied objections, and any such remaining matters shall thereafter be deemed approved by BUYER and shall be "Permitted Exceptions" for all purposes. In such Property and elected to terminate this Agreement as to such Property. Any such terminated Property will event no adjustment shall be treated as a “Removed Property” as provided in Section 5(c) above, with proportionate reductions made 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 PeriodPrice, 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 unless hereafter otherwise agreed in writing (“Seller’s Title Response”) within five (5) business days after receiving by the Title 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 Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate 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 Obligationsparties hereto. (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 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 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 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. (a) Promptly after the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, each, a “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance (the “Owner’s Master Purchase and Sale Agreement MT – Louisville, Kentucky; Rockford, Illinois 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 “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to 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 particular Property is given by Buyer to Seller before the end of the Study Period, then Buyer shall be deemed to have disapproved approved 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 reflected in the Purchase Price applicable Commitment 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 ObligationsSurvey. (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 Notice whether or not Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer; failure of Seller to provide a Seller’s Title Response will be deemed to be Seller’s election not to cure any Objectionable Matters. If Seller’s Title Response (if given) states that Seller does will not agree cure some or all of the Objectionable Matters, or if Seller is deemed to have elected not to cure all the any 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 all Properties notwithstanding the Objectionable Matters which Seller has not agreed to cure; (ii) terminate this Agreement , in which case Buyer shall be deemed to have approved of the condition of title for such Property as reflected in the applicable Commitment and Survey, as amended with respect to the Property corresponding Objectionable Matters Seller has cured or agreed to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit)cure; or (iiiii) 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 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 canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering any the fee interest in either of the Properties as a result of work performed by or on behalf of Seller; (ii) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against any either of the Properties; and (iii) cause to be released satisfied and discharged in full all loan security documents mortgage loans which encumber any either of the Properties and any other monetary lien or encumbrance caused or created by Seller against any either of the Properties.

Title and Survey Review. (a) Promptly after the Effective Date, Escrow Agent Agent, at Buyer’s sole cost and expense, will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a the “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “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 Buyer, at its sole cost and expense, will cause a licensed surveyor to complete and deliver to Escrow Agent, Seller and Buyer a current, certified ALTA As-Built survey of each the Property (each, a the “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to 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 disapproved of accepted the condition of title for such Property and elected to proceed under this Agreement. Buyer shall have the right terminate this Agreement as for any reason pursuant to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) above). Upon any such termination, 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 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 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; , or (ii) to terminate this Agreement as to and receive a return of the Property corresponding to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” Deposit as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit6(c); or (iii) terminate this Agreement as . Seller shall have no obligation 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 cure any further liability or obligation under this Agreement except for any Surviving ObligationsObjectionable Matters. (e) If any the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such CommitmentNotice, 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 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 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 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. (a) Promptly after the Effective Date, Escrow Agent will deliver deliver, with assistance from Xxxxxx Plotzger at Madison Title Agency, LLC, to Buyer and Seller a current title commitment on each Property (as may be updated, a the “Commitment”) for the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance on the Property (the “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 the Property (each, a the “Survey”). (c) For each Property, Buyer will, by giving written notice (the “Title Notice”) to Seller and Escrow Agent prior to 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 disapproved of the condition of title for such Property and elected to terminate this Agreement as Agreement. Upon any termination pursuant to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in this Section 5(c) above6(c), 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 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 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; , or (ii) to terminate this Agreement as to and receive a return of the Property corresponding to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” Deposit as provided in Section 5(c) above (with proportionate reductions in the Purchase Price and Deposit6(c); 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 the Commitment is amended to include new exceptions or requirements after Buyer’s delivery of the Title Notice related to such CommitmentNotice, 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 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 canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ and contractors’ liens encumbering any of the Properties Property as a result of work performed by or on behalf of Seller; (ii) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against any of the PropertiesProperty; and (iii) cause to be released all loan security documents which encumber any of the Properties Property and any other monetary lien or encumbrance caused or created by Seller against any of the Properties.Property. Purchase and Sale Agreement Academy Sports – Cartersville, GA

Title and Survey Review. 27. Seller shall cause the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property (athe “PTR”), and copies of all underlying title documents described in the PTR not later than the date which is two (2) Promptly after Business Days following the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property . Purchaser shall have until the date which is forty-five (as may be updated, a “Commitment”45) for days following the issuance to Buyer of an ALTA extended coverage owner’s policy of title insurance Effective Date (the “Owner’s PolicyTitle Notice Date”) 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 “Survey”). (c) For each Property, Buyer will, by giving provide written notice (the “Title Notice”) to Seller and Escrow Agent prior to the expiration Title Company of the Study Period, either (i) approve the condition of title, or (ii) identify any matters set forth in shown on the Commitment or the Survey for such Property to which Buyer objects (collectivelyPTR, the “Objectionable Matters”)Existing Surveys and/or the New Surveys which are not satisfactory to Purchaser. If no Seller has not received the Title Notice for a Property is given from Purchaser by Buyer to Seller before the end of the Study PeriodTitle Notice Date, then Buyer Purchaser shall be deemed to have disapproved unconditionally approved the specific exceptions to title expressly provided in the PTR and all matters revealed in the Existing Surveys and/or New Surveys. 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 the Title Notice, then Seller shall deliver, no later than the date which is five (5) days following receipt of the condition Title Notice, written notice to Purchaser and the Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the PTR or by otherwise obtaining affirmative insurance over the same as part of title for such Property and elected to terminate this Agreement as the final Title Policy) (“Seller’s Response”). If Seller does not deliver Seller’s Response prior to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in Section 5(c) abovedate, 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 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 the Contingency Date to (i) deliver a Termination Notice to Seller and the Title Company terminating this Agreement as to all the PropertiesAgreement, in which case the Deposit will immediately Purchaser shall be paid by Escrow Agent entitled to Buyer, and neither return of the Parties will have Xxxxxxx Money Deposit, or (ii) waive 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 Notice whether Seller will cure those Objectionable Matters prior such objection to the Closing Date in PTR, the manner requested by BuyerExisting Surveys, and/or the New Surveys (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller does and the Title Company have not timely received a Termination Notice from Purchaser, Purchaser shall be deemed to have waived all objections to the PTR, the Existing Surveys and/or New Surveys that Seller did 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 Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” as provided in Section 5(c) above (with proportionate 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 ObligationsClosing. (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 such new matters as Objectionable Matters28. 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 willPurchaser may, at or prior to Closing, notify Seller in writing (a “Gap Notice”) of any objections to title (i) pay in full raised by the Title Company between the Title Notice Date and cause to be 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; Closing, (ii) pay not disclosed in full all past due writing by the Title Company to Purchaser by 3:00 p.m. Central Time on the second Business Day preceding the Title Notice Date and/or (iii) not disclosed in writing by Seller to Purchaser and the Title Company by 3:00 p.m. Central Time on the second Business Day preceding the Title Notice Date (“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) five (5) Business Days after receipt of an updated PTR revealing the existence of such New Exception and (y) the Closing Date. If Purchaser fails to deliver to Seller a Gap Notice 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) days from the receipt of Purchaser’s Gap Notice (and, if necessary, Seller 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 xxxx Xxxxxx may, but is under no obligation to, remove same as an exception in the PTR or otherwise obtain affirmative insurance over same as part of the final Title Policy. If, within the two (2) day period, Seller does not remove such objectionable New Exceptions in the PTR or otherwise obtain affirmative insurance over same as part of the final Title Policy, then Purchaser may terminate this Agreement upon delivering a Termination Notice to Seller no later than the date that is two (2) Business Days following the expiration of the two (2) day cure period (and Closing shall automatically be extended to permit such two (2) day period to run), 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 removed as an exception in the PTR or otherwise affirmatively insured over) will be included as Permitted Exceptions. 29. Notwithstanding any provision of this Agreement to the contrary, Seller will be obligated to cure exceptions to title to the Real Property and Improvements relating to (or, as to (ii) below, cure or cause deletion from the Title Policy) (i) liens and security interests securing any loan to Seller, and (ii) any other liens or security interests created by or through Seller (which shall not include any such items created by any Tenant) to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year which are not yet due and payable (collectively, the “Must-Cure Matters”). 30. In the event that Seller notifies Purchaser of its intention to cure and/or remove any kind constituting objections set forth in Purchaser’s Title Notice, but fails to do so on or before the date of Closing, Purchaser shall have the options specified in Section 6.2(a) above, except that the option to terminate this Agreement and receive a lien against any refund of the Properties; Xxxxxxx Money Deposit may be exercised at any time up to and including the date of Closing, and Seller shall pay Purchaser all of Purchaser’s actual out-of-pocket costs incurred in connection with this Agreement, including reasonable attorneys’ fees, not to exceed $200,000.00 (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“Reimbursement Amount”).

Title and Survey Review. (a) Promptly after the Effective Date, Escrow Agent will deliver to Buyer and Seller a current title commitment on each Property (as may be updated, a “the "Commitment”") for the issuance to Buyer of an ALTA extended coverage owner’s 's policy of title insurance on the Property (the “"Owner’s '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 the Property (each, a “the "Survey”"). Buyer will order the Survey within three (3) days following the Effective Date. (c) For each Property, Buyer will, by giving written notice (the “"Title Notice”") to Seller and Escrow Agent at least seven (7) days prior to the expiration of the Study Period (the "Title Objection 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 on or before the end of the Study Title Objection Period, then Buyer shall be deemed to have disapproved of the condition of title for such Property and elected to terminate this Agreement as Agreement. Upon any termination pursuant to such Property. Any such terminated Property will be treated as a “Removed Property” as provided in this Section 5(c) above6(c), 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 promptly return all the Propertieshard copies and delete all electronic copies of Seller's Diligence Materials, 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 Buyer delivers the Title Notice to Seller on or before the Title Objection Period which identifies any Objectionable Matters, Seller will notify Buyer in writing (“"Seller’s 's Title Purchase and Sale Agreement Xxxxxx Marketplace, Lawton, Oklahoma Response”") within five (5) business days after receiving the Title Notice whether Seller will cure those Objectionable Matters prior to the Closing Date in the manner requested by Buyer. Seller's failure to give Buyer a Seller's Title Response by such date shall be deemed as Seller's election not to cure the Objectionable Matters prior to the Closing Date in the manner requested by Buyer. If Seller does not agree to cure all the Objectionable MattersMatters or fails to give Buyer a Seller's Title Response, then Buyer may elect, by giving written notice to Seller and Escrow Agent within five (5) business days after receiving Seller’s 's Title Response, but in no event after the expiration of the Study Period (except for new exceptions or requirements described in Section 6(e) below), to either (i) proceed with the acquisition of the subject Property notwithstanding the Objectionable Matters which Seller has not agreed to cure; , or (ii) to terminate this Agreement as to and receive a return of the Property corresponding to such Objectionable Matters, whereupon such terminated Property Master Purchase and Sale Agreement Walgreens—10 Pack will be treated as a “Removed Property” Deposit as provided in Section 5(c) above (with proportionate reductions in the Purchase Price 6(c), whereupon Buyer shall return all hard copies and Deposit); or (iii) terminate this Agreement as to delete all the Properties, in which case the Deposit will immediately be paid by Escrow Agent to Buyer, and neither electronic copies of the Parties will have any further liability or obligation under this Agreement except for any Surviving ObligationsSeller's Diligence Materials. (e) If any the Commitment is amended to include new exceptions or requirements after Buyer’s 's delivery of the Title Notice related to such CommitmentNotice, Buyer will have five (5) business days after Buyer’s '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 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 's response thereto and Buyer’s '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 canceled and discharged (or otherwise cause Escrow Agent to insure over) all mechanics’ ' and contractors’ ' liens encumbering any of the Properties Property as a result of work performed by or on behalf of Seller; (ii) pay in full all past due ad valorem taxes and assessments of any kind constituting a lien against any of the PropertiesProperty; and (iii) cause to be released all loan security documents which encumber any of the Properties Property and any other monetary lien or encumbrance caused or created by Seller against any of the PropertiesProperty.