Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. 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 form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections with respect to a 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 shall be a “Permitted Exception” 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to (i) terminate this Agreement, in which event the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party hereto, or (ii) proceed to close with a reduction in the Purchase Price for any Title 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 expend money to dispose of Title Objections or to undertake any legal action to do so.

Title and Survey Review. Bxxxx shall, during the Inspection Period, review title and survey matters27. Buyer Seller 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 Company to be prepared an ALTA/ACSM as built survey of furnish or otherwise make available to Purchaser a preliminary title commitment for the Real PropertyProperty (the “PTR”), certified and copies of all underlying title documents described in the PTR not later than the date which is two (2) Business Days following the Effective Date. Purchaser shall have until the date which is forty-five (45) days following the Effective Date (the “Title Notice Date”) to Buyer provide written notice (the “Title Notice”) to Seller and the Title CompanyCompany of any matters shown on the PTR, the Existing Surveys and/or the New Surveys which are not satisfactory to Purchaser. Such If Seller has not received the Title Notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved the specific exceptions to title commitment expressly provided in the PTR and survey and documents on file with all matters revealed in the Town Clerk’s office of 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 Town of Smithfield being referred to as “extent Purchaser timely delivers the Title Evidence”. On or before 5:00 pm ET on December 12Notice, 2022then Seller shall deliver, Buyer will make such written objections no later than the date which is five (“Title Objections”5) to the form and/or contents days following receipt of the Title Evidence as Buyer may wish. Bxxxx’s failure Notice, written notice to make Purchaser and the Title Objections with respect to a 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 Company identifying which disapproved items, if any, Seller shall be a 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 the final Title Policy) (“Permitted Exception” hereunderSeller’s Response”). If Seller will does not deliver Seller’s Response prior to such date, Seller shall be deemed to have until 5:00 pm ET on December 15elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, 2022 or is deemed to respond have elected, not to Buyerremove or otherwise cure an exception disapproved in Purchaser’s Title Objections with those items Seller Notice, Purchaser 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 Contingency 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to (i) terminate deliver a Termination Notice to Seller and the Title Company terminating this Agreement, in which event the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement case Purchaser shall be null and void without recourse entitled to either party heretoreturn of the Xxxxxxx Money Deposit, or (ii) proceed to close with a reduction in the Purchase Price for waive any Title Objections uncured by Seller. Notwithstanding anything contained herein such objection to the contraryPTR, other than the clearance of Monetary LiensExisting Surveys, and/or the New Surveys (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller 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 be obligated agree to clear or expend money to dispose of Title Objections or to undertake any legal action to do socure by Closing.

Title and Survey Review. Bxxxx shall, during the Inspection Period, review title and survey matters. Buyer (j) Purchaser shall cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from have until 5:00 p.m. Central Time on the Title Company. Buyer may also cause Notice Date to be prepared an ALTA/ACSM as built survey of provide written notice (the Real Property, certified “Title Notice”) to Buyer Seller and the Title CompanyCompany of any matters shown on the PTR and/or the Survey which are not satisfactory to Purchaser. Such title commitment and survey and documents on file with If Seller has not received such written notice from Purchaser by the Town Clerk’s office Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the Town condition 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”) title to the form and/or contents Property as shown on the PTR and the Survey, 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 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 part of the Title Evidence as Buyer may wishPolicy) (“Seller’s Response”). BxxxxIf Seller does not deliver a Seller’s failure Response prior to make the Title Objections with respect to a 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 Response Date, Seller shall be a “Permitted Exception” hereunderdeemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller will elects, or is deemed to have until 5:00 pm ET on December 15elected, 2022 not to respond to Buyerremove or otherwise cure an exception disapproved in Purchaser’s Title Objections with those items Seller Notice, Purchaser 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 shall use reasonable efforts to cure any identified Title Objections, other than liens expiration of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies Approval Period to (i) terminate deliver a Termination Notice to Seller and Title Company terminating this Agreement, in which event the Title Company is hereby required shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to deliver the Escrowed Amount to the Buyer Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the Deposit Escrow Agreement and parties shall have no further rights or obligations to one another under this Agreement shall be null and void without recourse to either party heretoAgreement, or (ii) proceed to close with a reduction in the Purchase Price for waive any Title Objections uncured by Seller. Notwithstanding anything contained herein such objection to the contraryPTR 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, other than such failure shall be deemed Purchaser’s waiver of all such objections to the clearance of Monetary LiensPTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, Seller shall not be obligated and Purchaser has waived its right to clear or expend money to dispose of Title Objections or to undertake any legal action to do soterminate this Agreement under this Section 6.2(a).

Title and Survey Review. Bxxxx shall, during the Inspection Period, review title and survey matters. Buyer (d) Purchaser 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 Company to be prepared an ALTA/ACSM as built survey of promptly furnish or otherwise make available to Purchaser a preliminary title commitment for the Real PropertyProperty (the “PTR”), certified to Buyer and copies of all underlying title documents described in the Title CompanyPTR. Such title commitment and survey and documents on file with Purchaser shall have until December 16, 2013 (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 ObjectionsNotice Date”) to provide written notice (the form “Title Notice”) to Seller and Title Company of any matters shown on the PTR and/or contents 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 Evidence 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 Buyer may wishpart of the final Title Policy) (“Seller’s Response”). BxxxxIf Seller does not deliver a Seller’s failure Response prior to make Title Objections with respect to a 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 date, Seller shall be a “Permitted Exception” hereunderdeemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller will 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 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 p.m. Pacific 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies Contingency Date to (i) terminate deliver a written Termination Notice terminating this Agreement, in which event the Agreement to Seller and Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and terminating this Agreement shall be null and void without recourse to either party heretoas set forth in Section 5.4, or (ii) proceed to close with a reduction in the Purchase Price for waive any Title Objections uncured by Seller. Notwithstanding anything contained herein such objection to the contraryPTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, other than such failure shall be deemed Purchaser’s termination of this Agreement, unless Purchaser has delivered an Approval Notice under Section 5.4, in which case Purchaser shall be deemed to have waived of all such objections to the clearance of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Title Objections or to undertake any legal action to do soPTR and the Updated Survey.

Title and Survey Review. Bxxxx shall(a) Prior to the execution and delivery hereof, during the Inspection PeriodSellers have, review title and survey matters. Buyer shall cause to be prepared for its behalf title insurance commitmentsat their own cost, including such affirmative insurance and endorsements as Buyer may desire from caused the Title Company. Buyer may also cause Company to be prepared an ALTA/ACSM as built survey of furnish or otherwise make available to Purchaser a preliminary title commitment for the Real PropertyProperty having an effective date of November 9, certified to Buyer 2021 (the “Updated Title Commitment”) and copies of all underlying title documents described in the Updated Title CompanyCommitment. Such title commitment and survey and documents on file with Purchaser shall have until the Town Clerk’s office of date which is ten (10) Business Days following the Town of Smithfield being referred to as Effective Date (the “Title Evidence”. On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title ObjectionsNotice Date”) to provide written notice (the form “Title Notice”) to Sellers and Title Company of any title matters shown on the Updated Title Commitment and/or contents 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 Evidence 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 Buyer may wishpart of the final Owner Title Policy) (“Sellers’ Response”). Bxxxx’s failure If Sellers do not deliver Sellers’ Response prior to make Title Objections with respect to a 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 date, Sellers shall be a “Permitted Exception” hereunderdeemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. Seller will If Sellers elect, or are deemed to have until 5:00 pm ET on December 15elected, 2022 not to respond to Buyerremove or otherwise cure an exception disapproved in Purchaser’s Title Objections with those items Seller Notice, Purchaser 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 Final Contingency 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to (i) terminate this Agreement, in which event the deliver a written notice (a “Termination Notice”) to Sellers and Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and terminating this Agreement shall be null and void without recourse to either party heretoas set forth in Section 5.4 above, or (ii) proceed waive any such objection to close with a reduction in the Purchase Price for any Title Objections uncured by Seller. Notwithstanding anything contained herein title to the contraryReal Property (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Sellers and Title Company have not received written notice from Purchaser by the Final Contingency Date, other than such failure shall be deemed Purchaser’s waiver of all such objections to the clearance of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Updated Title Objections or to undertake any legal action to do soCommitment and the Updated Survey.

Title and Survey Review. Bxxxx shallWithout limiting Section 4 hereof, during Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Inspection PeriodPTR, 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 any of the Real PropertyPTR Exceptions, certified the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the "Title Notice") thereof to Buyer and the Title Company. Such title commitment and survey and documents on file with the Town Clerk’s office Seller no later than fifteen calendar days prior to expiration of the Town of Smithfield being referred to as “Due Diligence Period. The Title Evidence”Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title Objections”) to the form and/or contents Upon receipt of the Title Evidence Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer no later than five calendar days prior to 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 Buyer may wishto the Title Defect. Bxxxx’s Seller's failure to make Title Objections with respect deliver either such notice to a particular matter Buyer within such the prescribed 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 shall be a “Permitted Exception” hereunder. Seller will have until 5:00 pm ET on December 15, 2022 deemed to respond to Buyer’s Title Objections with those items be notice that Seller shall elect to curenot or cannot cure or otherwise remove the Title Defect. If Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, fails to cure such identified or remove from title any Title Objections, and shall use reasonable efforts Defect that Seller has agreed to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall or remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its Seller shall not be deemed to be in default under this Agreement and Buyer's sole and exclusive remedies 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) terminate this Agreementtake such actions as may be necessary to eliminate (of record or otherwise, in which event as appropriate) the Title Company is hereby required to deliver the Escrowed Amount claim giving rise to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party heretoparticular Title Defect, or (ii) proceed cause the Title Company (as defined below) to close with a reduction remove the Title Defect as an exception to title in the Purchase Price for any Buyer's Title 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 expend money to dispose of Title Objections Policy (as defined below) or to undertake any legal action to do soinsure against the same.

Title and Survey Review. 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 have a period of ten (10) days after receipt of the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey of the Real PropertyCommitment, certified to Buyer Title Documents and the Title Company. Such title commitment and survey and documents on file with Survey (the Town Clerk’s office of the Town of Smithfield being referred to as “Title EvidenceReview Period”. On or before 5:00 pm ET on December 12), 2022, Buyer will make such written to notify Seller in writing of any objections (“Title Objections.”) to any matters reflected in the form Title Commitment and/or contents Survey (the “Objection Notice”). If Buyer fails to deliver an Objection Notice prior to the end of the Title Evidence 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 included in the term “Permitted Exceptions” (as defined herein). If Buyer may wish. Bxxxx’s failure delivers an Objection Notice to make 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 with respect prior to a particular matter within the Closing Date or (b) Seller elects not to cause 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 exceptions (including Survey matters objected to by Buyer shall Buyer) to be a “Permitted Exception” hereunderremoved. If after the expiration of such ten-day period, Seller has not responded to the Objection Notice, Seller will be deemed to have until 5:00 pm ET on December 15elected to proceed in accordance with clause (b), 2022 i.e., to respond take no action with respect to Buyer’s Title Objections with those items Objections. Seller shall elect have no obligation to cure. Seller will have until the Closingremove, if Seller so elects in Seller’s sole discretion, to satisfy or cure such identified any Title Objections, except for liens voluntarily created by Seller that secure monetary obligations of Seller, judgment liens and shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber delinquent real property taxes and assessments (the Property (“Monetary Liens”) ), which Monetary Liens Seller shall agrees to remove on or cure by payment of funds from before Closing. Seller shall remove any encumbrances or exceptions to title which are created byFor this purpose, 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) a reasonable extension of the Closing Date (not to exceed 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, 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 ten (10) business days after the right expiration of Seller’s ten-day response period, but in no event later than the expiration of the Feasibility Period, to a dollar-for-dollar adjustment under Article 3 in favor of Bxxxx in the amount of any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to either (i) terminate this AgreementAgreement 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 the such Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement Objections shall be null and void without recourse to either party hereto, deemed “Permitted Exceptions” for all purposes hereunder. In the event Buyer does not elect (i) or (ii) proceed above within ten (10) business days after the expiration of Seller’s ten-day response period, Buyer shall be deemed to close with a reduction in the Purchase Price for any Title 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 expend money to dispose of Title Objections or to undertake any legal action to do sohave elected (ii) above.

Title and Survey Review. Bxxxx shall(a) Prior to the execution and delivery hereof, during Purchaser has caused the Inspection PeriodTitle Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the One Wilshire Property dated with an effective date of April 3, review 2013 and for the El Segundo Property dated with an effective date of April 1, 2013 (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser has unconditionally approved of the condition of title to the Properties and survey mattersthe Survey, and anything that would be shown on an updated or new Survey, subject to Sellers’ obligations set forth in Section 6.2(c) below. Buyer Except as expressly provided in Section 6.2(c), Sellers shall cause 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. DAL02:624104.4 LEGAL_US_W # 74790953.14 22 (b) Purchaser may, at or prior to Closing, notify Sellers in writing (the “Gap Notice”) of any objections to title (i) raised by the Title Company between the Effective Date and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the Effective Date, and (iii) not disclosed in writing by Sellers to Purchaser and the Title Company prior to the Effective Date (“New Exceptions”); provided that Purchaser must notify Sellers of any objection to any such New Exception prior to the date which is two (2) Business Days after such New Exception is disclosed to Purchaser in writing (and, if necessary, Purchaser may extend the Closing Date to provide for such two (2) Business Day period). If Purchaser fails to deliver to Sellers a notice of objections on or before such date, Purchaser will be prepared 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) Business Days from the receipt of Purchaser’s notice (and, if necessary, Sellers may extend the Closing Date to provide for its behalf title such two (2) Business Day period and for two (2) Business 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 commitmentsover the objectionable New Exceptions, including or commit to remove or otherwise obtain affirmative insurance over the same in form reasonably acceptable to Purchaser at or prior to Closing. If, within the two (2) Business Day period, Sellers do not remove or otherwise obtain such affirmative insurance over the objectionable New Exceptions, then Purchaser may terminate this Agreement upon delivering a written notice to Sellers and endorsements as Buyer may desire from the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey Company no later than two (2) Business Days following expiration 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 two (“Title Objections”2) to the form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections with respect to a particular matter within such time Business Day cure 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 shall be a “Permitted Exception” 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(and, if Seller so elects necessary, Purchaser may extend the Closing Date to provide for such two (2) Business Day period), in Seller’s sole discretion, to cure such identified Title Objections, and shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 case Purchaser shall be entitled to one (1) extension return of the Closing Date Xxxxxxx Money Deposit. If Purchaser fails to terminate this Agreement in the manner set forth above, the New Exceptions (not except those Sellers have removed or otherwise affirmatively insured over in form reasonably acceptable to exceed thirty (30Purchaser, or committed to do the same as set forth above) 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 will be included as Permitted Exceptions. Buyer shall have the right to a dollar-for-dollar adjustment under Article 3 in favor of Bxxxx in the amount of any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to (i) terminate this Agreement, in which event the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party hereto, or (ii) proceed to close with a reduction in the Purchase Price for any Title 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 expend money to dispose of Title Objections or to undertake any legal action to do so.

Title and Survey Review. Bxxxx 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 Commitment and the Survey), then Purchaser shall, during if it desires, be entitled to give written notice (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 ObjectionsDefect Notice”) to Seller on or before the form and/or contents end of the thirtieth (30th) calendar day from the date the Title Evidence as Buyer 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 wishelect 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. BxxxxSeller 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 make Title Objections 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 a particular matter within such time period will constitute a waiver any matters which are the subject of Title Objections Purchaser’s Objections. If Purchaser is dissatisfied with respect to a particular matter. Any matter shown on such Title Evidence and Seller's cure or election not objected to by Buyer shall be a “Permitted Exception” 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to Purchaser may either (i) terminate this Agreement, in which event the Title Company is hereby required elect to deliver the Escrowed Amount waive such Objection and proceed to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party heretoClosing, or (ii) proceed terminate this Agreement by delivering written notice to close with a reduction Seller within five (5) days of receiving notice of Seller’s election (or of the end of Seller’s period in the Purchase Price for any Title Objections uncured which to so elect if no election is made by Seller. Notwithstanding anything contained ) 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 extent otherwise provided herein to survive termination. Purchaser’s failure to timely elect to waive such Objection(s) in writing shall be deemed Purchaser’s election to terminate. The Property shall be conveyed to Purchaser by Seller subject to the contraryPermitted Matters. If Seller elects to cure any Objection, other than using commercially reasonable, good faith efforts, and is unable to effect such cure or otherwise fails to do so prior to the clearance of Monetary LiensClosing Date, Seller such failure shall not be obligated to clear or expend money to dispose a default under this Agreement, and Purchaser shall have the same remedies that are available for the failure of Title Objections or to undertake any legal action to do soa condition not within Seller’s control.

Title and Survey Review. Bxxxx shallWithout limiting Section 4 hereof, during Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Inspection PeriodPTR, 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 any of the Real PropertyPTR Exceptions, certified the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the "Title Notice") thereof to Buyer and the Title Company. Such title commitment and survey and documents on file with the Town Clerk’s office Seller no later than fifteen calendar days prior to expiration of the Town of Smithfield being referred to as “Due Diligence Period. The Title Evidence”Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title Objections”) to the form and/or contents Upon receipt of the Title Evidence as Notice, Seller may, at its option, either: (i) notify Buyer may wish. Bxxxx’s failure in writing delivered to make Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller intends to cure or otherwise remove from title the Title Objections with respect Defect prior to a particular matter within such time period will constitute a waiver Closing; or (ii) notify Buyer in writing, delivered to 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 Objections with respect Defect, in which event Buyer shall either elect to a particular matter. Any matter shown on such Title Evidence and not objected deliver the Acceptance Notice pursuant to by Section 4(e) hereof, (in which event, Buyer shall be a “Permitted Exception” hereunderdeemed to have rescinded the Title Notice as to the Title Defect), or be deemed to have terminated this Agreement pursuant to Section 4(e) hereof. Seller will have until 5:00 pm ET on December 15, 2022 Seller's failure to respond deliver either such notice to Buyer’s Title Objections with those items Buyer within the prescribed time period shall be deemed to be notice that Seller shall elect to curenot or cannot cure or otherwise remove the Title Defect. If Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, fails to cure such identified or remove from title any Title Objections, and shall use reasonable efforts Defect that Seller has agreed to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall or remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its Seller shall not be deemed to be in default under this Agreement and Buyer's sole and exclusive remedies 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) terminate this Agreementtake such actions as may be necessary to eliminate (of record or otherwise, in which event as appropriate) the Title Company is hereby required to deliver the Escrowed Amount claim giving rise to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party heretoparticular Title Defect, or (ii) proceed cause the Title Company (as defined below) to close with a reduction remove the Title Defect as an exception to title in the Purchase Price for any Buyer's Title 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 expend money to dispose of Title Objections Policy (as defined below) or to undertake any legal action to do soinsure against the same.

Title and Survey Review. 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 If 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 Commitment or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title Objections”) to the form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections with respect to a 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 shall be a “Permitted Exception” 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 shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of 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 Survey shows matters which are not consented satisfactory to by Buyer under the terms hereof. Purchaser, Purchaser shall give Seller shall be entitled to one (1) extension of the Closing Date (not to exceed written notice thereof within thirty (30) days)days following the last to be received by Purchaser of the Title Commitment or Survey, exercisable upon one and shall state in writing its objection to the same. Failure to give such notice within said thirty (130) business dayday period shall constitute approval of the Title Commitment and the Survey. Seller agrees, at or before Closing, to (i) satisfy or pay all mortgages, deeds of trust, security agreements, financing statements, conditional assignments, or other instruments by which Seller has granted the Property or any part thereof as collateral and (ii) remove from title any mechanics, materialmen and laborer’s advance liens affecting the Property. Subject to the foregoing, within thirty (30) days after receipt of such objections, Seller shall have the right, but shall not be obligated, to cure any objections. If Seller shall fail within such thirty (30) day period to cure or commit to cure such objections, then Purchaser may elect, by written notice to BuyerSeller, 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to either to: (i) terminate this Agreement, in which event the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and receive a refund of the Exxxxxx Money, upon which termination Seller and Purchaser shall have no further obligations to one another pursuant to this Agreement shall be null and void without recourse to either party hereto, except those obligations herein that specifically survive the termination of this Agreement or (ii) waive all title defects which Seller is unwilling to cure and proceed with Closing hereunder as if said title defects did not exist. Closing may be extended for up to close with a reduction 30 days in the Purchase Price order for Seller to cure any Title Objections uncured by Seller. Notwithstanding anything contained herein title or survey defect which it has committed to the contrary, other than the clearance of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Title Objections or to undertake any legal action to do socure.

Title and Survey Review. Bxxxx shallPrior to the Effective Date, Seller delivered to Purchaser (i) a current title commitment (the “Preliminary Title Commitment”) issued by the Title Company, in the aggregate amount of the Purchase Price, with Purchaser as the proposed insured, together with legible copies of all documents of record referred to in the Preliminary Title Commitment as exceptions to title to the Property (the “Exception Documents”), and (ii) a copy of Seller’s existing survey of the Property (“Survey”). Purchaser shall have the option, at Purchaser’s sole cost and expense, to obtain an update to the Survey or an updated survey of the Property. Purchaser shall have until 6:00 p.m. Houston, Texas time on November 25, 2014 (the “Title 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”). If Purchaser fails to give written notice of Purchaser’s Objections to Seller prior to the expiration of the Title Review Period, then all exceptions to title shown on Schedule B of the Preliminary Title Commitment and all matters shown on the Survey shall be deemed to be approved by Purchaser and shall be deemed to be Permitted Exceptions (as hereinafter defined). If Purchaser has timely notified Seller in writing of Purchaser’s Objections to the Preliminary Title Commitment or the Survey, then Seller shall have a period of three (3) business days following the receipt of the Objections (the “Notice Period”) in which to give written notice (“Seller’s Title Cure Notice”) to Purchaser of Seller’s intention to satisfy or 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 (as hereinafter defined). If Seller fails to timely give Purchaser the Seller’s Title Cure Notice, or if Seller notifies Purchaser in writing during the Notice Period that Seller will not satisfy the Objections prior to Closing, then, in either event, Purchaser shall have the option, by written notice to Seller prior to the expiration of the Inspection Period, review title 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 survey matters. Buyer any such unsatisfied Objection shall become a Permitted Exception; provided, however, in all events Seller shall be obligated to 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 released 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 12Closing, 2022(i) all Schedule C matters applicable to Seller contained in the Preliminary Title Commitment, Buyer will make (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 written objections (“Title Objections”) event, the Xxxxxxx Money shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations, one to the form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections other, with respect to a particular the subject matter within such time period will constitute a waiver of Title Objections with respect to a particular matterthis Contract. Any matter shown on such Title Evidence and not objected to by Buyer The Property shall be a “Permitted Exception” hereunder. Seller will have until 5:00 pm ET on December 15conveyed free and clear of monetary liens, 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 Objectionssecurity interests, and shall use reasonable efforts to cure any identified Title Objections, 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 an ascertainable amount a Tenant that encumber are the Property (“Monetary Liens”) which Monetary Liens 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 cure 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 remove, any real estate taxes not yet due and payable and the standard pre-printed exceptions required by payment the State of funds from ClosingTexas Department of Insurance. Seller shall remove any encumbrances Notwithstanding anything herein to the contrary, if the Preliminary Title Commitment or exceptions to title which are created by, through Survey is re-issued or under Seller updated 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)Review Period, 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 Purchaser shall have the right to object (each, a dollar-for-dollar adjustment under Article 3 “New Objection”) to any additional matter disclosed or contained in favor of Bxxxx any such update that was not shown in the amount Preliminary Title 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 is unable or unwilling to cause any Monetary Liens which are unsatisfied on such New Objection to be removed or bonded over within the lesser of five (5) days following receipt by Seller of a New Objection or the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will Purchaser shall have the option as its sole and exclusive remedies right either to (i) waive such New Objection and proceed to Closing without any adjustment in the Purchase Price, or (ii) terminate this AgreementContract, in which event the Title Company is hereby required Xxxxxxx Money shall be returned to deliver the Escrowed Amount Purchaser, and Seller and Purchaser shall have no further obligations, one to the Buyer in accordance other, with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party hereto, or (ii) proceed to close with a reduction in the Purchase Price for any Title Objections uncured by Seller. Notwithstanding anything contained herein respect to the contrarysubject matter of this Contract, other than the clearance of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Title Objections or to undertake any legal action to do sothose items that expressly survive this Contract.

Title and Survey Review. Bxxxx shall(a) Prior to the execution and delivery hereof, 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 Purchaser has caused the Title Company. Buyer may also cause Company to be prepared an ALTA/ACSM as built survey of furnish or otherwise make available to Purchaser a preliminary title commitment for the Real PropertyProperty dated with an effective date of August 16, certified to Buyer 2016 (the “PTR”), and copies of all underlying title documents described in the Title CompanyPTR. Such title commitment and survey and documents on file with Purchaser shall have until November 5, 2016 (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 ObjectionsNotice Date”) to provide written notice (the form “Title Notice”) to Seller of any matters shown on the PTR and/or contents the Updated Survey which are not satisfactory to Purchaser. If Purchaser has not delivered such written notice to Seller by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Real Property and Improvements 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 the date which is two (2) Business Days following delivery to Seller of the Title Evidence as Buyer may wish. Bxxxx’s failure Notice, written notice to make Purchaser and Title Objections with respect to a 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 shall be a “Permitted Exception” hereunder. Seller will have until 5:00 pm ET on December 15Company identifying which disapproved items, 2022 to respond to Buyer’s Title Objections with those items if any, Seller shall elect undertake to cure. Seller will have until cure (by either having the Closing, if Seller so elects same removed or by obtaining affirmative insurance over the same as part of the final Title Policy in form approved by Purchaser) (“Seller’s sole discretion, to cure such identified Title Objections, and shall use reasonable efforts Response”). If Seller delivers Seller’s Response electing to cure any title objections identified in the Title ObjectionsNotice, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens then Seller shall remove or cure by payment of funds from Closing. Seller shall remove any encumbrances or exceptions such objections identified in Purchaser’s notification prior 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are Seller does not cured deliver Seller’s Response prior to Closingsuch date, Buyer will 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 the option as its sole and exclusive remedies Contingency Date to (i) terminate this Agreement, in which event the Title Company is hereby required to deliver the Escrowed Amount to the Buyer in accordance with the Deposit Escrow Agreement and a written notice terminating this Agreement shall be null and void without recourse (“Termination Notice”) to either party heretoSeller, or (ii) proceed to close with a reduction in the Purchase Price for waive any Title Objections uncured by Seller. Notwithstanding anything contained herein such objection to the contraryPTR and the Updated Survey (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Purchaser does not deliver to Seller a Termination Notice by the Contingency Date, other than such failure shall be deemed Purchaser’s waiver of all such objections to the clearance of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Title Objections or to undertake any legal action to do soPTR and the Updated Survey.

Title and Survey Review. Bxxxx Sellers, at Sellers' sole cost and expense, shall, during within five (5) days after the Inspection Perioddate hereof, review deliver to Purchaser a commitment for Title Insurance or a Commitment to Insure (the "COMMITMENT") dated no earlier than the date hereof, issued by 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) (Attn: Ms. JxXxxx Cloud) (the "ESCROW AGENT"), showing (i) title to the Phase 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. Seller has delivered to Purchaser a Survey (the "SURVEY") of the Phase I Property and the Remainder, prepared by Lxxxxx & Associates, Inc., and 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 matters. Buyer shall objections within which they may, but without obligation, cure or remove such exceptions provided, however, Sellers shall, as of the Closing (or at Sellers' expense cause the Partnership to do the same), pay, discharge, bond around or otherwise cause to be prepared for its behalf title insurance commitmentsreleased any liens which are Cure Items (hereinafter defined). In the event Sellers fail or refuse to, including or at Sellers' expense cause the Partnership to, cure all of 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 form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections with respect to a particular matter items within such time period ten (10) business day cure period, or in the event that Sellers notify Purchaser (the "CURE NOTICE") of which items they 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 shall be a “Permitted Exception” 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 cure (the Closing, if Seller so elects in Seller’s sole discretion, to cure such identified Title Objections, and shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”"CURE ITEMS") which Monetary Liens Seller shall remove or cure by payment of 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 items they will 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)cure, 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 Purchaser shall have the right to a dollar-for-dollar adjustment under Article 3 in favor right, exercisable within five (5) days after the earlier of Bxxxx in the amount of any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its sole and exclusive remedies to (i) 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, in whereupon the parties hereto shall be released from all obligations hereunder except obligations which event expressly survive the Title Company is hereby required termination hereof. If Purchaser shall not so terminate, Sellers shall cure, or cause the Partnership to cure, all Cure Items and shall deliver the Escrowed Amount to the Buyer in accordance Partnership Interests with the Deposit Escrow Agreement Partnership owning title in its existing condition with the Cure Items having been cured and Purchaser shall, by failing to timely terminate this Agreement within the time period set forth above, shall be null deemed to have waived any objections to such title which have not been cured except as to any uncured Cure Item and void without recourse warranties contained in the 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 either party heretohave 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 any assignee and/or lender of Purchaser identified to Sellers prior to such time (ii) proceed to close with a reduction the Survey currently being certified in the Purchase Price for any Title Objections uncured by Seller. Notwithstanding anything contained herein to the contrary, other than the clearance favor of Monetary Liens, Seller shall not be obligated to clear or expend money to dispose of Title Objections or to undertake any legal action to do soPurchaser's general partner).

Title and Survey Review. Bxxxx shallWithout limiting Section 4 hereof, during Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Inspection PeriodPTR, 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 any of the Real PropertyPTR Exceptions, certified the Updated PTR, if any, the Existing Survey and/or the Updated Survey, if any, by delivering written notice (the "Title Notice") thereof to Buyer and the Title Company. Such title commitment and survey and documents on file with the Town Clerk’s office Seller no later than twenty calendar days prior to expiration of the Town of Smithfield being referred to as “Due Diligence Period. The Title Evidence”Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (“Title Objections”) to the form and/or contents Upon receipt of the Title Evidence as Notice, Seller may, at its option, either: (i) notify Buyer may wish. Bxxxx’s failure in writing delivered to make Buyer no later than ten calendar days prior to expiration of the Due Diligence Period, that Seller intends to cure or otherwise remove from title the Title Objections with respect Defect prior to a particular matter within such time period will constitute a waiver Closing; or (ii) notify Buyer in writing, delivered to Buyer no later than ten calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Objections with respect Defect, in which event Buyer shall either elect to a particular matter. Any matter shown on such Title Evidence and not objected deliver the Acceptance Notice pursuant to by Section 4(e) hereof (in which event Buyer shall be a “Permitted Exception” hereunderdeemed to have rescinded the Title Notice as to the Title Defect), or be deemed to have terminated this Agreement pursuant to Section 4(e) hereof. Seller will have until 5:00 pm ET on December 15, 2022 Seller's failure to respond deliver either such notice to Buyer’s Title Objections with those items Buyer within the prescribed time period shall be deemed to be notice that Seller shall elect to curenot or cannot cure or otherwise remove the Title Defect. If Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, fails to cure such identified or remove from title any Title Objections, and shall use reasonable efforts Defect that Seller has agreed to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall or remove or cure by payment of 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 any Monetary Liens which are unsatisfied on the Closing Date. If the Title Objections are not cured prior to Closing, Buyer will have the option as its Seller shall not be deemed to be in default under this Agreement and Buyer's sole and exclusive remedies 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) terminate this Agreementtake such actions as may be necessary to eliminate (of record or otherwise, in which event as appropriate) the Title Company is hereby required to deliver the Escrowed Amount claim giving rise to the Buyer in accordance with the Deposit Escrow Agreement and this Agreement shall be null and void without recourse to either party heretoparticular Title Defect, or (ii) proceed cause the Title Company (as defined below) to close with a reduction remove the Title Defect as an exception to title in the Purchase Price for any Buyer's Title 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 expend money to dispose of Title Objections Policy (as defined below) or to undertake any legal action to do soinsure against the same.